LAW  LIBRARY 

UNiVERsrry  of  CALiFonjftk 

LOS  ANGELES 


WICHITA   PIPE   LINE   COMPANY 


TO 


THE  EQUITABLE  TRUST  COMPANY  OF  NEW  YORK, 

Trustee. 


Unbentuve 

SECURING 
General  Lien  Sinking  Fund  Geld  Bonds. 


S2,000,000. 


Dated  December  10th,  191t 


^ 


% 


6x  i^y^^ 

3  '^ 


^bie  UnbentUrCt  made  this  tenth  day  of  Decem- 
ber, 1913,  by  and  between  the  Wichita  Pipe  Line 
Company,  a  corporation  duly  created,  organized  and  now 
existing  under  and  by  virtue  of  the  laws  of  the  State 
of  Delaware,  hereinafter  called  the  "Company,"  party 
of  the  first  part,  and  The  Equitable  Trust  Company 
OF  New  York,  a  corporation  duly  organized  and  now 
existing  under  the  laws  of  the  State  of  New  York,  here- 
inafter called  the  "Trustee,"  party  of  the  second  part: 

Whereas,  the  Company  owns  a  right  of  way  and  has 
constructed  and  is  constructing  a  pipe  line  system  for 
the  conveyance  of  natural  gas,  running  from  a  point  in 
Creek  County,  Oklahoma,  at  or  near  Section  33,  Town- 
ship 18,  Eange  7,  in  Creek  County,  Oklahoma,  in  and 
through  the  State  of  Oklahoma,  to  the  Town  of  Tola, 
in  the  County  of  Allen  and  State  of  Kansas,  with  all  the 
necessai7  branch  and  gathering  lines,  appliances,  equip- 
ment and  machinery  appurtenant  thereto,  and  has  also 
acquired  and  is  the  owner  of  a  certain  contract  for  the 
sale  and  delivery  of  natural  gas,  and  intends  to  acquire 
other  rights  of  way  for  construction  of  pipe  lines  and 
to  procure  other  contracts  for  natural  gas;  and 

Whereas,  the  Company  is  authorized  by  law  to  borrow 
money  and  secure  the  same  by  a  mortgage  on  its  rights, 
privileges  and  franchises  and  property;  and 

Whereas,  this  Company  has  heretofore  executed  a 
mortgage  or  deed  of  trust  (hereinunder  designated  as 
the  first  mortgage),  bearing  date  October  1st,  1913,  to 
Colonial  Trust  Company  of  Pittsburgh,  as  Trustee,  to 
secure  the  payment  of  a  series  of  bonds  hereinafter  desig- 
nated as  "First  Mortgage  Bonds"  amounting  in  the  ag- 
rrregate  to  two  million  ($2,000,000)  dollars,  consisting  of 


7^/5.3^ 


two  thousand  bonds  each  of  the  par  value  of  one  thou- 
sand and  ($1,000)  dollars,  bearing  even  date  with  said 
mortgage  or  deed  of  trust,  and  numbered  consecutively 
from  1  to  2,000,  both  inclusive,  payable  on  the  first  day 
of  October,  1923,  with  interest  at  the  rate  of  six  per 
centum  (6%)  per  annum,  payable  semi-annually  on  the 
first  days  of  October  and  of  April,  in  each  year,  the  total 
amount  of  which  is  now  outstanding;  and 

Whereas,  it  is  necessary  in  order  to  enable  the  Com- 
pany to  provide  funds  with  which  to  acquire  property  and 
make  payment  for  the  construction  of  its  pipe  line,  as 
well  as  acquiring  additional  contracts  for  oil  and  gas 
lines,  and  for  the  transaction  of  its  general  corporate  bus- 
iness; and  the  exercise  of  its  general  corporate  rights, 
privileges  and  franchises,  to  issue  mortgage  bonds  to  the 
amount  of  two  million  dollars,  and 

Whereas,  the  Company,  its  stockholders  and  Directors, 
for  the  purpose  aforesaid,  and  particularly  for  the  pur- 
pose of  partly  meeting  the  expense  and  cost  of  acquiring 
the  property  hereinafter  described,  and  for  the  purpose 
of  paying  off  obligations,  and  for  the  purpose  of  partly 
meeting  the  expense  of  improving,  extending  and  adding 
to  its  property,  structures,  plants,  distributing  systems, 
contracts,  pipe  lines,  and  other  plants,  property  and  ap- 
pliances, and  for  the  purpose  of  finishing,  repairing, 
equipping,  maintaining  and  operating  the  same,  which 
are  now  built,  owned  or  acquired,  or  which  may  here- 
after be  built,  owned  or  acquired  by  it,  and  for  the  pur- 
l>ose  of  furnisliing  materials  therefor,  and  particularly  in 
orfler  to  enable  it  to  fulfill  the  objects  of  its  incorpora- 
tion at  meetings  of  its  stockliolders  and  Directors,  duly 
called  and  held,  have  duly  resolved  and  determined  to 
exercise  the  borrowing  power  conferred  upon  it  by  law, 
and  to  issue  the  bonds  of  said  Company  to  be  known  as 
its  General  Lion  Sinking  Fund  Cold  P.onds,  in  denomina- 


tions  of  one  thousand  (|1,000)  dollars  each,  numbered 
consecutively  from  M-1  up,  of  five  hundred  (|500)  dollars 
each,  numbered  consecutively  from  D-1  up,  and  of  one 
hundred  (flOO)  dollars  each,  numbered  consecutively 
from  C-1  up,  issued  and  to  be  issued  for  an  aggregate 
principal  sum  of  two  million  (|2,00.0,000)  dollars  face 
value  at  any  time  outstanding,  payable  to  bearer  or  to 
the  registered  holder  thereof,  in  gold  coin  of  the  United 
States  of  America,  of  the  present  standard  of  weight  and 
fineness  on  the  first  day  of  December,  one  thousand  nine 
hundred  and  fifty-three,  at  its  oflflce  or  agency  in  the  City 
of  New  York,  with  interest  thereon  from  the  first  day  of 
December,  1913,  at  the  rate  of  five  per  centum  (5%) 
per  annum,  payable  at  such  office  or  agency  in  like  gold 
coin,  semi-annually  on  the  first  days  of  June  and  Decem- 
ber in  each  year,  but  only  upon  presentation  and  sur- 
render of  the  coupons  for  such  interest  attached  thereto 
as  they  severally  mature;  that  all  payments  upon  said 
bonds,  both  of  principal  and  interest,  shall  be  made  with- 
out deduction  for  any  United  States,  State,  County,  or 
municipal  tax  or  taxes,  except  income  taxes,  which  the 
Company,  its  successors  or  assigns,  may  be  required  to 
pay,  deduct  or  retain  therefrom,  under  any  present  or 
future  law;  that  there  shall  be  contained  in  such  bonds 
a  provision  for  the  registration  of  the  principal  thereof, 
and  that  the  same  shall  pass  by  delivery  unless  the  same 
have  been  registered  in  accordance  with  the  said  pro- 
vision; that  the  Company  expressly  reserves  to  itself 
and  to  the  Trustee  hereinafter  mentioned,  the  right,  at  its 
option,  to  purchase  all  or  any  of  the  bonds  outstanding 
of  said  issue,  on  any  first  day  of  June  and  December 
after  the  date  thereof,  by  payment  of  the  principal  and 
unpaid  accrued  interest  thereon,  together  with  a  premium 
of  five  per  centum  (5%)  of  said  principal;  that  each  of 
said  bonds  shall  be  duly  executed  under  the  seal  of  the 
Company,   signed  by  its   President  or  a  Vice-President, 


and  attested  by  itvS  Secretary  or  an  Assistant  Secretary, 
and  that  the  interest  coupons  tliereto  attached  or  belong- 
ing, shall  be  authenticated  by  or  with  the  facsimile  signa- 
ture of  the  Treasurer  of  the  Company  engraved  thereon; 
and  that  in  case  tlie  officers  who  shall  sign  and  seal  any 
of  said  bonds  or  coupons  shall  cease  to  be  such  officers 
before  the  bonds  so  signed  and  sealed  are  actually  issued 
and  delivered,  sucli  bonds  and  coupons  may,  nevertheless, 
be  adopted  and  used  by  the  Company  and  be  issued  and 
delivered  as  though  the  persons  who  signed  such  bonds 
and  coupons  and  sealed  such  bonds  had  not  ceased  to  be 
such  officers  of  the  Company,  and  sueli  bonds  to  be  en- 
titled to  the  benefit  of  a  sinking  fund  of  two  per  centum 
(2%)  per  annum  payable  semi-annually;  and 

Whereas^  in  order  to  secure  the  payment  of  the  prin- 
cipal and  interest  of  all  of  the  said  bonds  so  to  be  issued 
by  the  Company,  equally  and  ratably,  without  priority 
or  distinction,  irrespective  of  tlie  date  of  issue  of  the 
same,  the  Company,  its  stockholders  and  Directors,  have 
duly  resolved  and  determined  to  execute  a  mortgage  or 
deed  of  trust  to  the  party  of  the  second  part,  as  Trustee, 
in  the  terms  hereof,  upon  and  of  all  the  property,  rights, 
franchises,  powers,  privileges,  immunities,  leases  and 
contracts,  acquired  and  to  be  acquired,  and  all  the  earn- 
ings, tolls,  income,  rents,  issues  and  profits  therefrom,  and 
to  that  end  have  duly  authorized  its  President  or  a  Vice- 
President,  and  Secretary  or  an  Assistant  Secretary  to 
make,  execute,  acknowledge  and  deliver  under  the  cor- 
porate seal  of  the  Company,  to  the  party  of  the  second 
part,  as  Trustee,  this  Indenture,  and  to,  from  time  to  time, 
cause  each  of  said  bonds  to  be  certified  by  the  Trustee; 
each  of  said  bonds,  the  coupons  thereto  attached  or  be- 
longing, the  certificate  of  the  Trustee,  and  the  provision 
for  registration  to  be  contained  therein,  to  be  sul)stan- 
tially  in  the  form  of  the  one  thousand  dollar  bond  fol- 
lowing, with  suitable  changes  as  to  principal  amount : 


UNITED  STATES  OF  AMERICA, 

State  of  Delaware. 
WICHITA  PIPE  LINE  COMPANY. 
General  Lien  Sinking  Fund  Gold  Bond. 
11,000.  No. 


The  Wichita  Pipe  Line  Company,  a  corporation  creat- 
ed, organized  and  existing  under  the  laws  of  the  State  of 
Delaware,  for  value  received,  promises  to  pay  to  the 
bearer  or  if  registered,  to  the  registered  holder  thereof,  at 
its  office  or  agency  in  the  City  of  New  York,  N.  Y.,  the 
sum  of  one  thousand  dollars  in  gold  coin  of  the  United 
States  of  America,  of  or  equal  to  the  present  standard 
of  weight  and  fineness,  on  the  1st  day  of  December, 
1953  and  to  pay  interest  thereon  from  December  1st,  1913, 
at  the  rate  of  five  per  cent,  per  annum,  payable  at  such 
office  or  agency,  in  like  gold  coin,  semi-annually,  on  the 
1st  day  of  December  and  the  1st  day  of  June  in  each 
year,  until  the  principal  shall  be  fully  paid,  but  only 
upon  presentation  and  surrender  of  the  coupons  thereto 
attached  as  they  severally  become  due.  All  payments 
upon  this  bond,  both  of  principal  and  interest,  shall 
be  made  without  any  deduction  for  any  United  States, 
state,  county  or  municipal  tax  or  taxes,  except  income 
taxes,  which  the  company,  its  successors  or  assigns  may 
be  required  to  pay  thereon  or  deduct  or  retain  therefrom 
under  or  by  reason  of  any  present  or  future  law,  the 
company  hereby  assuming  and  agreeing  to  pay  such 
taxes. 

This  bond  is  one  of  a  series  of  bonds  known  as  General 
Lien  Sinking  Fund  Gold  Bonds  in  denominations  of 
one  thousand  dollars  each,  numbered  consecutively  from 
M-1  up;  of  five  hundred  dollars  each,  numbered  from 
D-1  up;  and  of  one  hundred  dollars  each,  numbered  from 


C-1  up,  issued  aud  to  be  issued  for  an  aggregate  principal 
sum  of  two  million  (12,000,000)  dollars.  All  of  said 
bonds  are  issued  under  and  pui-suant  to  and  secured 
equally  and  ratably  by  and  are  subject  to  all  the  terms 
and  conditions  of  the  mortgage  or  deed  of  trust  executed 
by  the  said  Wichita  Pipe  Line  Company  to  The  Equitable 
Trust  Company  of  New  York,  as  Trustee,  bearing  even 
date  herewith,  to  which  mortgage  or  deed  of  trust,  ref- 
erence is  made  with  the  same  force  and  effect  as  if 
herein  fully  set  forth  for  a  full  description  of  the  prop- 
erty and  franchises  thereby  mortgaged  or  conveyed  to 
secure  the  payment  of  the  bonds,  principal  and  interest, 
the  nature  and  extent  of  the  security,  the  rights  of  the 
holders  of  said  bonds  thereunder,  including  the  remedies 
lo  enforce  the  same,  and  the  terms  and  conditions  upon 
which  said  bonds  are  issued  and  secured. 

In  case  of  default  in  the  payment  of  any  installment  of 
interest  on  this  bond,  and  said  default  continuing  for 
six  months  after  demand  therefor,  the  principal  of  the 
bonds  may  immediately  become  due  and  payable  as 
provided  in  said  mortgage  or  deed  of  trust,  and  may 
otherwise  become  <lue  and  payable  before  maturity  in 
the  manner  recited  in  said  mortgage  or  deed  of  trust. 

The  holder  hereof  expressly  agrees  that  all  liability  for 
the  principal  debt  hereof  and  interest  thereon,  is  that 
of  said  Wichita  Pipe  Line  Company  and  that  no  stock- 
holder, director  or  otlicer,  agent  or  employee  of  the  Com- 
})any  shall  be  jjersonally  or  individually  liable  therefor 
in  any  way  whatever,  either  directly  or  indirectly. 

This  bond  shall  pass  by  delivery  unless  registered  as 
lo  principal  in  accordance  with  the  provisions  hereof. 
This  bond  may  be  registered  as  to  principal  in  the  owner's 
name  on  the  books  of  \\'ichita  Pipe  Line  Company,  such 
registiy  being  noted  on  the  bond  by  the  Company's 
Registrar,  after  which  no  transfer  shall  be  valid  unless 
made  on  the  Company's  books  by  the  registered  owner  or 


his  legal  representatives  and  similarly  noted  on  the  bond, 
but  the  same  may  be  discharged  from  registry  by  being  in 
like  manner  transferred  to  bearer,  after  which  it  shall  be 
transferable  by  delivery  and  it  shall  be  subject  to  succes- 
sive registrations  and  transfer's  to  bearer  as  before.  The 
registry  of  this  bond  shall  not  restrain  or  affect  the  ne- 
gotiability of  the  coupons  hereto  attached  by  delivery 
merely. 

Wichita  Pipe  Line  Company  expressly  reserves  to 
itself  and  to  the  Trustee  the  right,  at  its  option,  to  pay 
off  or  to  purchase  any  or  all  of  the  bonds  of  this  issue, 
upon  any  first  day  of  June  or  December  after  the  date 
hereof,  by  payment  of  the  principal  and  unpaid  accrued 
interest  thereon,  together  with  a  premium  of  five  per 
centum  (5%)  of  said  principal.  Notice  of  the  intention 
thereof,  together  with  the  distinctive  numbers  of  the 
bonds,  and  the  date  for  such  payment  or  purchase,  shall 
be  published  in  a  newspaper  in  each  of  the  cities  of 
Dover,  Delaware  and  New  York,  New  York,  once  in  each 
week  for  four  (4)  successive  weeks,  commencing  not 
more  than  forty  (40)  days  prior  to  the  date  for  such 
payment  or  purchase.  This  bond  is  entitled  to  the 
benefit  of  the  sinking  fund  provided  for  in  said  mort- 
gage or  deed  of  trust.  Neither  this  bond  nor  any  coupons 
for  interest  hereto  attached,  shall  be  obligatory  for  any 
purpose  until  the  bond  shall  have  been  authenticated  by 
the  certificate  endorsed  thereon  duly  signed  by  The 
Equitable  Trust  Company  of  New  York,  or  its  successor 
or  successors  in  the  trust. 

In  WITNESS  WHEREOF^  Wichita  Pipe  Line  Company  has 
caused  this  bond  to  he  signed  by  its  President  or  a  Vice- 
President,  its  corporate  seal  to  be  hereunto  affixed,  at- 
tested by  its  Secretary  or  an  Assistant  Secretary,  and 
coupons  for  such  interest  bearing  the  facsimile  signature 


8 

of  its  Treasurer  to  be  hereunto  attached,  as  of  the  10th 
(lay  of  Deci'mhei-,  A.  D.   Un.".. 

Wichita  Pipe  Line  Company, 
By 

President. 
Attest: 

Secretary. 

FORM  OF  COUPON 

(of  which  first  is  payable  June  1st,  1914). 

No $25.00. 

The  Wichita  Pipe  Line  Company  will  pay  to  the  bearer 
at  its  office  or  agency  in  the  City  of  New  York,  N.  Y.,  on 
the  day  of  19  ,  twenty-five 

($25.00)  dollars  in  United  States  j^old  coin,  without  de- 
duction for  taxes  (except  income  taxes),  being  six  months' 
interest  then  due  on  its  General  Lien  Sinking  Fund  Gold 

Bond  No ,  subject  to  all  the  terms  of  said  bonds 

and  of  the  mortgage  or  deed  of  trust  therein  mentioned. 

Treasurer. 

TRUSTEE'S  CERTIFICATE. 

(To  be  endorsed.) 

It  is  hereby  certified  that  this  bond  is  one  of  the  series 
of  bonds  described  in  the  mortgage  or  deed  of  trust  within 
referred  to. 

The  Equitable  Trust  Company  of  New  York, 

Trustee. 
Hv 


Notice:  No  writing  on  this  bond  except  by  an  officer 
of  the  company. 


DATE  OF  REGISTER. 


IN  WHOSE  NAME  REG- 
ISTERED. 


REGISTRAR. 


Now,  therefore,  this  indenture 

WITNESSETH,  That  in  order  to  secure  the  payment  of 
the  principal  and  interest  of  the  above  recited  bonds  of 
the  Company  at  any  time  issued  and  outstanding  under 
this  indenture,  and  in  consideration  of  the  premises  and 
of  the  purchase  and  acceptance  of  said  bonds  by  the 
holders  thereof  and  the  sum  of  ten  dollars,  lawful  money 
of  the  United  States  to  it  well  and  truly  paid  by  the  Trus- 
tee, the  receipt  whereof  is  hereby  acknowledged,  the 
Wichita  Pipe  Line  Company,  party  of  the  first  part,  has 
granted,  bargained,  sold,  aliened,  enfeoffed,  remised,  re- 
leased, transferred,  set  over  and  mortgaged,  and  by  these 
presents  does  grant,  bargain,  sell,  alien,  enfeoff,  remise, 
release,  transfer,  set  over  and  mortgage  unto  the  said 
Trustee,  its  successors  and  assigns,  in  the  trust  hereby 
created,  all  of  the  following  described  lands,  mining 
rights,  grants,  contracts,  leaseholds,  gas  wells,  oil  wells, 
machinery,  pipe  lines,  fittings,  appliances  and  appurte- 
nances now  or  hereafter  to  be  placed  upon  the  same  or 
owned  by  this  Company,  situated  in  the  State  of  Oklahoma 
and  in  the  State  of  Kansas  or  other  places,  whether  held 
as  original  lessee,  grantee  or  assignee,  to  wit:  That  cer- 
tain trunk  gas  pipe  line  beginning  at  a  point  in  Creek 
County,  Oklahoma  at  or  near  Section  33,  Township  18, 


10 

T\an<j:o  7,  thenco  niiininf]^  duo  norlli  to  a  point  in  the  cen- 
ter of  Township  18,  Kanj^e  7,  thence  northeast  abont  seven 
miles  to  the  Commaron  River;  across  the  same  near  Sec- 
tion 17,  Township  19,  R<anj?e  8;  thence  twelve  miles  to 
the  Arkansas  River  and  crossinj;  the  same  at  or  near  a 
point  near  Osaj^e  Jnnction;  thence  about  eleven  miles  to 
a  point  near  the  northeast  comer  of  Section  2,  Township 
22,  Ran.u:e  0 ;  thence  abont  fourteen  miles  to  a  point  in 
Section  35,  Township  25,  Range  10  in  Osage  County,  Okla- 
homa, thence  in  a  due  easterly  direction  about  eight  miles; 
thence  due  north  to  a  point  in  the  State  of  Kansas,  at  or 
near  the  town  of  Tola,  extending  in  a  course  through  the 
Counties  of  Creek,  Pawnee,  Osage  and  Washington  in 
the  State  of  Oklahoma,  and  Woodson,  Neosho,  Wilson, 
Montgomery  and  Allen  in  the  St^ite  of  Kansas,  when  and 
as  constructed,  and  being  approximately  one  hundred 
and  seventy  miles  long,  and  composed  of  twelve,  sixteen 
and  eighteen  inch  steel  pipe  with  rubber  packer  couplers, 
together  with  pumping  stations,  pumps  and  all  machinery 
therein  located  at  Rig  Heart,  Oklahoma,  and  all  the  pump 
stations,  pumps,  reducers,  regulators,  drips,  valves,  ma- 
chinery, appliances  and  appurtenances  of  all  kinds  con- 
nected with  said  trunk  line,  as  well  as  all  branch,  field 
and  gathering  lines  and  all  the  appurtenances  thereof, 
now  or  hereafter  belonging  to  or  connected  with  the  same, 
and  all  regulators,  diips,  valves,  machinery  and  appli- 
ances, in  any  way  connected  therewith. 

Also  all  the  rights  of  way  and  pieces  of  land  upon  which 
the  said  trunk,  field  and  gathering  lines  are  laid,  built, 
constructed  or  maintained. 

Also  all  property  whether  lands,  leaseholds,  mining 
rights,  pipe  lines,  machinery,  appliances,  fittings,  con- 
tracts or  property  of  every  kind  and  nature  now  owned 
or  hereafter  acquired  by  the  Company,  which  upon  being 
acquired  shall  at  once  become  part  of  and  pass  under  and 


11 

bj  virtue  of  this  indenture  and  become  vested  in  the  said 
Trustee. 

To  have  and  to  hold  unto  the  said  Trustee,  its  suc- 
cessor or  successors,  its  and  their  assigns,  in  the  trust 
forever,  subject,  liowever,  to  the  priority  in  lien  of  the 
mortgage  or  deed  of  trust  heretofore  recited,  as  far  as  the 
same  or  the  bonds  secured  thereby  shall  be  and  remain 
unpaid  and  outstanding,  upon  the  following  terms  and 
conditions,  to  wit: 

First.  All  of  the  said  bonds  hereinbefore  mentioned  and 
described,  together  with  the  interest  coupons  thereon,  are 
to  be  issued,  certified  and  delivered  and  the  property 
which  is  at  any  time  subject  to  the  lien  of  this  indenture, 
is  to  be  held  by  the  Trustee  subject  to  the  further  cove- 
nants, conditions,  promises,  agreements  and  subject  to  the 
trusts  hereinafter  set  forth. 

Second.  The  Company  covenants  and  agrees  that  from 
time  to  time  hereafter  as  soon  as  acquired  by  it,  it  shall 
and  will  by  proper  and  sufficient  deed  of  assignment,  and 
subject  to  the  above  recited  first  mortgage,  sell,  assign, 
transfer,  convey,  pledge  and  mortgage  to  the  Trustee  any 
and  all  other  or  additional  property  of  every  nature  and 
kind,  real,  personal  or  mixed,  of  whatever  nature  and 
wheresoever  situate,  including  all  stocks,  bonds  and  secu- 
rities of  any  other  company  or  companies  which  it  may 
purcbase  or  acquire,  as  further  and  additional  security 
under  this  indenture,  for  the  payment  of  the  principal  and 
interest  of  the  bonds  hereinbefore  recited  and  from  time 
to  time  outstanding.  Tlie  Trustee  shall  receive  and  shall 
hold  and  apply  any  such  additional  property,  including 
stocks,  bonds  and  securities  of  other  companies,  or  cor- 
porations under  and  in  accordance  with  the  terms  of  this 
indenture. 

Third.  The  Company  covenants  and  agrees  that  it  shall 


12 

and  will  forthwith  make,  execute  and  deliver  to  the  Trus- 
tee all  the  two  million  dollars  face  value  of  bonds  in  such 
denominations  as  may  be  required,  and  the  Trustee  shall 
forthwith  cei-tify  all  of  them  and  deliver  the  same  to  or 
upon  the  order  of  the  President  or  Treasurer  or  an  As- 
sistant Treasurer  of  the  Company. 

No  bonds  shall  be  issued  or  held  valid  or  obligatory 
hereunder  or  entitled  to  the  benefit  hereof  unless  the  same, 
shall  be  authenticated  by  the  certificate  of  the  Trustee 
duly  endorsed  thereon. 

This  mortgage  and  all  the  bonds  issued  hereunder  shall 
be  a  lien  on  the  rights,  privileges  and  franchises  herein 
described  and  referred  to,  and  binding  on  any  property, 
including  stock,  bonds  or  other  corporate  securities  here- 
after acquired  by  the  said  Company. 

All  of  said  bonds  sliall  be  equally  secured  under  this 
mortgage  or  deed  of  trust,  without  preference,  priority  or 
distinction  of  one  bond  over  another,  as  to  the  lien  or 
securitj"  thereof.  The  said  bonds  shall  be  signed  by  the 
President  or  one  of  the  Vice-Presidents  of  the  Company, 
and  shall  be  sealed  and  attested  by  its  Secretai'y  or  an 
Assistant  Secretarv^  and  the  coupons  shall  bear  the  fac- 
simile signature  of  the  Treasurer  of  the  Company,  such 
facsimile  signature  to  have  the  same  force  and  effect  as 
if  in  the  proper  handwriting  of  such  Treasurer.  The  ag- 
gregate of  the  bonds  at  any  time  issued  and  authenticated 
by  the  Trustee  for  all  purposes,  under  this  indenture,  shall 
never  exceed  the  sum  of  two  million  dollars. 

Fourth.  The  Company  covenants  and  agrees  that  it 
shall  and  will  duly,  promptly  and  punctually  pay  the  prin- 
cipal and  interest  of  every  bond  issued  and  secured  here- 
under at  the  dates  and  places  and  in  the  manner  men- 
tioned in  the  said  iKJuds  or  the  coupons  thereto  belonging, 
and  according  to  the  true  intent  and  meaning  thereof  and 
hereof,   without  deduction   from  either  principal  or  in- 


13 

terest  on  account  of  any  tax  or  taxes  except  income  taxes, 
imposed  by  the  United  States  or  by  any  State,  county  or 
municipality  which  the  Company  may  be  required  to  pay 
thereon  or  to  deduct  or  retain  therefrom  under  or  by 
reason  of  any  present  or  future  law.  The  interest  of  the 
bonds  shall  be  payable  only  upon  presentation  and  sur- 
render of  the  several  coupons  for  such  interest  thereto 
attached  as  they  respectively  mature,  and  when  paid 
such  coupons  shall  be  forthwith  cancelled.  The  payment 
of  all  bonds  and  interest  coupons  shall  be  made  Tvhen  pre- 
sented at  the  office  or  agency  of  the  Company  in  the  City 
of  New  York. 

Fifth.  The  Company  covenants  and  agrees  that  from 
time  to  time  it  shall  and  will  promptly,  as  and  when  due, 
pay  and  discharge  all  taxes,  assessments,  imposits  and 
governmental  charges  lawfully  imposed  upon  the  property, 
stocks,  bonds  and  other  securities  which  are  or  may  be 
subject  to  or  bound  by  this  indenture,  or  upon  any  part 
thereof,  or  upon  the  income  and  profits  thereof,  so  that 
the  lien  and  priority  of  this  indenture  shall  be  fully  pre- 
served in  respect  to  such  property,  stocks,  bonds  and 
other  securities;  provided,  however,  that  the  Company 
shall  have  the  right  to  contest  by  legal  proceedings  the 
imposition  of  any  such  tax,  assessment,  impost  or  govern- 
mental charge,  and  pending  such  contest  may  delay  or 
defer  the  payment  thereof;  but  it  shall  not  by  reason  of 
any  such  contest,  delay  the  payment  of  the  principal  or 
any  interest  on  said  bonds. 

Sixth.  The  Company  covenants  and  agrees  that  from 
time  to  time,  on  written  demand  of  the  Trustee,  or  its 
successors,  it  shall  and  will  promptly  make,  do,  execute, 
acknowledge  and  deliver  all  such  other  and  further  as- 
signments, deeds,  acts,  conveyances  and  assurances  in 
law,  as  may  be  reasonably  advised  by  the  counsel  of  the 
said  Trustee,  to  be  required  for  effecting  the  intention  of 


14 

those  pro5U'Tits,  or  for  tlio  better  securinc:  o^  confirnung 
unto  tlie  said  Trustee,  or  its  sueeessors  in  tlio  trust,  hereby 
created,  upon  the  trusts  and  for  tlie  purposes  herein  ex- 
press<H],  all  and  singular  the  ])i'0]>ertv  hereby  assigned 
and  transferred  to  the  Trustee  or  intended  so  to  be. 

^cvoiHt.  Exce])t.  as  herein  otherwise  provided,  the  Com- 
pany shall  have  the  right  to  exercise  all  lawful  powers 
which  as  stockholder  or  otherwise  it  may  possess,  to  the 
end  that  any  corporations  whose  sliares  of  stock  are  or 
shall  be  subject  to  this  indenture  shall  (a)  preserve  their 
corporate  organizations  during  the  time  fixed  by  their 
several  charters  and  shall  perform  such,  acts  as  shall  be 
necessary  to  preserve  such  corporations  under  the  laws 
now  in  force  or  hereafter  enacted  by  the  several  states 
under  which  said  corporations  are  organized,  and  (b) 
shall  not  act  or  suffer  any  act  to  be  undone  by  which  any 
of  such  corporations  may  incur  forfeiture  of  their  cor- 
porate chart<?rs  or  existence;  and  shall  not  (c)  dispose 
of  property  essential  to  their  coi-porat^  purposes. 

Eighth.  Subject  to  the  rights  of  the  Trustee  under 
the  aforementioned  first  mortgage  dated  October  1st, 
1913,  and  ui)on  payment  or  satisfaction  thereof  absolute- 
ly, from  time  to  time  the  Trustee  shall  cause  to  be  trans- 
ferred into  its  name  as  Trustee  nndei-  this  indenture  all 
shares  of  stock  which  have  been  delivered  to  it  and 
which  have  been  pledged  with  it  hereunder;  but  in  such 
case  the  corporation,  company  or  association  which  issued 
such  shares  shall  be  notified  that  they  are  held  by  the 
Trustee  under  this  indenture,  and  the  Trustee  shall  cause 
such  corporation,  company  or  association  to  indicate  upon 
the  face  of  the  certificate  issued  for  such  shares  the 
fact  that  they  ai-e  held  by  it  as  Ti'ustee  hereunder;  but 
the  Trustee  at  its  option  and  without  any  responsibility 
for  so  doing  may  permit  any  of  the  said  shares  of  stock 
to  st-and  in  the  name  or  names  of  its  nominee  or  nomi- 


15 

nees,  making  such  arrangements  with  such  nominee  or 
nominees  as  it  shall  deem  suitable  for  the  protection  of 
the  trust.  Upon  the  written  request  of  the  Company 
the  Trustee  shall  transfer  or  cause  to  be  transferred  into 
the  names  of  persons  selected  by  the  Company  such  a 
number  of  shares  of  stock  of  any  corporation  held  by  it 
hereunder  as  shall  be  necessary  to  qualify  such  persons  to 
act  as  Directors  of,  or  in  any  other  official  capacity  to, 
such  company.  In  every  case  the  Trustee  may  make  such 
arrangements  for  the  protection  of  the  trusts  as  it  shall 
deem  necessary  or  advisable. 

Ninth.  That  unless  and  until  there  shall  be  some  con- 
tinuing default  declared  against  it  as  hereinafter  pro- 
vided, the  Company  shall  from  time  to  time  be  entitled 
to  collect  and  receive  any  and  all  income,  receipts  and 
profits  accruing  or  acquired  from,  or  arising  out  of,  any 
property  of  the  Company  hereby  mortgaged,  and  also  any 
and  all  dividends  declared  upon  any  of  the  shares  of 
stock  of  other  companies,  associations  or  corporations 
which  shall  become  subject  to  or  bound  by  this  indenture, 
and  also  any  and  all  moneys  which  shall  become  due 
and  payable  for  principal,  interest,  or  otherwise  upon 
any  bonds,  securities  or  property  owned  by  the  Company 
and  hereby  mortgaged.  The  Trustee,  on  demand  of  the 
Company,  shall  from  time  to  time  deliver  suitable  assign- 
ments and  standing  orders  for  the  payment  to  the  Com- 
pany of  all  income,  receipts,  profits,  and  dividends  from 
any  of  the  said  shares  of  stock  or  other  property  mort- 
gaged or  to  be  mortgaged  hereby,  and  for  the  payment  of 
principal  and  interest  upon  any  bonds  or  securities 
pledged  hereunder,  as  and  when  the  same  falls  or  becomes 
due  and  payable.  In  case  default  shall  have  been  de- 
clared against  the  Company  as  hereinafter  provided  and 
the  same  shall  have  existed  for  the  period  of  time,  if  any, 
permitted  before  action  by  the  Trustee,  the  Trustee  may 


16 

revoke  any  such  assiguinents  or  standing  orders,  and  may 
collect  and  receive  all  such  incomes,  profits,  receipts  and 
dividends  from  such  stock  and  property,  and  such  moneys 
payable  upon  principal  or  interest  on  account  of  any 
bonds  or  other  securities,  subject  to  this  indenture;  but 
if  any  such  default  shall  have  been  made  good  or  shall 
have  been  waived,  the  right  of  the  (,'ompany  to  receive 
and  collect  such  income,  receipts,  profits  and  dividends 
from  such  stock  and  property,  and  the  principal,  interest 
and  other  moneys  due  on  such  bonds  or  other  obligations 
shall  immediately  revive,  and  it  shall  at  once  become  the 
duty  of  the  Trustee,  as  fully  as  though  default  had  never 
arisen  or  occurred,  to  execute  such  assignments,  writ- 
ings or  standing  orders  as  shall  again  enable  the  Com- 
pany to  receive  and  collect  such  income,  receipts,  profits, 
di\idends,  principal,  interest  and  moneys.  But  no  waiver 
of  any  default  under  any  provision  of  this  mortgage  shall 
estop  or  prevent  the  Trustee  from  exacting  and  declaring 
a  default  for  any  subsequent  breach  of  that  or  any  other 
provision  hereof,  and  the  Trustee  may  from  time  to  time 
successively  undertake  the  receipt  of  such  income  or  re- 
instate the  Company  in  its  right  to  receive  same. 

Tenth.  That  unless  there  shall  be  some  default  de- 
clared against  it  and  continued  for  the  period  of  time  as 
hereinafter  provided,  the  Company  shall  have  the  right, 
except  as  hereinafter  limited,  to  have  and  enjoy  the  ix>s- 
session,  handling  and  control  of  all  pipe  lines  and  all 
pumping  or  compressor  stations,  puni])s,  boilers,  engines, 
reducers,  meters,  appliances,  fittings,  equipment,  fixtures, 
structurt^,  machinei-y  and  property  of  all  and  every  na- 
ture and  kind  connected  with  or  belonging  thereto,  and 
all  oil  and  gas  leases  and  leaseholds  and  the  wells,  ma- 
chinery and  property  thereon  mortgaged  by  this  inden- 
ture, and  also  to  vote  upon  all  shares  of  stock  which 
shall   become   subject   to   this   indenture,   with   the  same 


17 

force  and  effect  as  tliough  this  indenture  had  never  been 
made,  and  the  Trustee  upon  demand  of  the  Company 
shall,  from  time  to  time,  execute  and  deliver,  or  cause  to 
be  executed  and  delivered  to  the  Company,  or  to  such 
person  or  persons  as  shall  be  designated  by  resolution 
of  its  Board  of  Directors,  such  proxies  or  powers  of  attor- 
ney, as  may  be  necessary  to  enable  the  Company,  or  such 
person  or  persons  so  designated,  to  vote  upon  all  shares 
of  stock  of  companies,  associations  or  corporations  trans- 
ferred to  the  Trustee  hereunder  at  all  meetings  of  the' 
stockholders  of  such  companies,  associations  and  corpora- 
tions, whether  annual,  general  or  special,  with  the  same 
effect  and  to  the  same  extent  as  though  such  shares  were 
absolutely  owned  by  the  Company  and  were  not  subject 
to  this  indenture. 

Eleventh.  That  in  case  default  shall  have  been  de- 
clared against  the  Company  and  continued  for  the  period 
of  time  as  hereinafter  provided,  in  addition  to  the  other 
remedies  in  this  indenture  provided,  the  Trustee  may  re- 
voke such  proxies  or  powers  of  attorney,  or  any  of  them, 
and  in  its  discretion  itself  vote  upon  such  shares  of 
capital  stock ;  but  after  any  such  default  shall  have  been 
made  good  or  shall  have  been  waived,  the  right  of  the 
Company  to  vote  upon  such  shares  and  the  obligation  of 
the  Trustee  to  execute  such  proxies  and  powers  of  attor- 
ney shall  immediately  revive  and  shall  continue  as  though 
no  such  default  had  ever  taken  place.  But  no  waiver  of 
any  default  under  any  provision  of  this  indenture  shall 
estop  or  prevent  the  Trustee  from  exacting  and  declar- 
ing a  default  for  any  subsequent  breach  of  that  or  any 
other  provision  hereof.  In  exercising  its  right  to  vote 
any  of  the  stock,  the  Trustee  shall  vote  as  in  its  judg- 
ment will  best  serve  the  interests  of  the  holders  of  the 
bonds  issued  and  outstanding  hereunder;  but  the  holders 
of  a  majority  in  amount  of  the  bonds  issued  and  out- 


18 

standiug  hereunder  shall  have  the  right,  subject  to  the 
limitations  hereinafter  contained,  to  direct  in  writing 
the  manner  in  which  the  Trustee  shall  vote  such  stock  and 
the  Trustee  shall  vote  in  accordance  with  such  written 
directions.  But  in  no  case  nor  at  any  time  shall  such 
voting  power  by  either  the  Company  itself,  or,  in  case 
of  default,  by  the  Trustee,  be  used  or  exercised  for  the 
purpose  of  creating  or  authorizing  the  creation  of  any 
secured  indebtedness  of  such  corporation,  company  or 
association  or  of  any  lien  or  charge  upon  any  of  the 
properties  or  franchises  thereof,  except  (a)  in  substitution 
and  exchange  for  and  in  discharge  of  a  like  amount  of  a 
prior  indebtedness  then  secured  by  lien  upon  such  prop- 
erties and  franchises  and  drawing  the  same  or  a  higher 
rate  of  interest;  or  (b)  to  secure  advances  or  loans  here- 
after made  by  the  Company  to  such  corporation,  the 
obligations  for  which  shall  be  made  and  delivered  to  the 
Company;  or  (c)  any  purchase  mone}'  mortgage  or  lien 
upon  any  property  which  may  hereafter  be  acquired  by 
any  such  corporation,  company  or  association,  but  such 
mortgage  or  lien  shall,  however,  be  confined  in  its  lien 
to  the  property  purchased  and  no  other.  Any  and  all 
charges,  liens  or  mortgages,  with  the  evidence  thereof,  as 
security  for  advances  or  loans  made  by  the  Company 
under  provision  (b)  of  this  paragraph,  shall  be  imme- 
diately transferred,  assigned  and  delivered  by  the  Com- 
pany to  the  Trustee  hereunder  to  be  held  by  it  as  security 
for  the  payment  of  the  bonded  indebtedness  hereof  ac- 
cording to  the  terms  hereof,  in  all  respects  as  though 
the  same  had  l)een  transferred,  assigned  and  delivered  to 
the  Trustee  at  the  time  of  the  execution  of  this  in- 
denture; but  all  sums  which  shall  be  paid  in  satisfac- 
tion and  discharge  of  the  same  shall,  so  long  as  no  de- 
fault is  made  by  the  Company,  belong  to,  be  paid  to,  and 
be  received  by  it,  and  shall  not  be  held  by  the  Trustee, 
which  upon  the  payment  of  any  such  advances  or  loans 


19 

shall  deliver  the  evidence  thereof  to  the  Company   for 
cancellation. 

Twelfth.  Whenever  required  by  a  resolution  adopted  by 
the  afiflrmative  vote  of  a  majority  of  all  of  the  Directors 
of  the  Company,  the  Trustee  shall  itself  vote,  or  shall 
execute  or  cause  to  be  executed  a  proxy  or  power  of  at- 
torney to  such  person  or  persons  as  the  said  Directors 
may  by  resolution  appoint,  to  vote  the  shares  of  stock 
of  any  corporation  held  by  it  under  this  indenture, 
in  favor  of  the  consolidation  or  merger  of  such  corpora- 
tion with,  or  the  sale  of  all  or  any  of  its  property  to,  the 
Company  or  to  any  other  corporation  a  majority  of  whose 
shares  of  stock  shall  then  be  subject  to  this  indenture. 
Upon  any  such  sale  to,  or  consolidation  or  merger  with 
the  Company  the  property  acquired  by  it  by  virtue  there- 
of shall  forthwith  become  subject  to  and  bound  by  the 
lien  of  this  indenture,  and  the  Company  shall  immediate- 
ly transfer,  assign,  and  deliver  the  same  to  the  Trustee 
to  be  held  by  it  as  security  for  the  bonded  indebtedness 
hereunder,  subject  to  all  the  terms  and  provisions  hereof; 
but  no  consolidation  or  merger  shall  be  made  with  any 
other  company  unless  there  is  issued  and  delivered  out 
of  any  increased  stock  therefor  the  same  proportion  or 
part  thereof  as  the  Company  held  in  the  original  stock, 
and  the  Company  shall  forthwith  transfer,  assign  and  de- 
liver such  proportion  of  increased  stock  to  the  Trustee,  to 
be  held  by  it  as  security  for  the  bonded  indebtedness 
hereof,  subject  to  all  the  terms  and  conditions  hereof. 
For  the  purpose  of  enabling  any  such  sale,  consolidation 
or  merger  to  be  carried  into  effect,  the  Trustee  may  re- 
lease from  the  lien  of  this  indenture  any  shares  of  stock 
held  by  it  hereunder. 

Thirteenth.  Whenever  requested  by  resolution  adopted 
by  a  majority  vote  of  all  the  Directors  of  the  Company, 


20 

the  Trustee  shall  it.self  vote,  or  shall  execute  or  cause  to  be 
execut^^d  its  proxy  or  power  of  attorney  to  vote,  any 
shares  of  stock  held  by  it  hereunder  in  favor  of  the  in- 
crease or  reduction  from  time  to  time  of  the  capital  stock 
of  any  such  corporation,  or  the  dissolution  or  liquidation 
tliereof.  In  case  of  the  increase  of  the  capital  stock  of 
such  corporation,  the  Company  sliall  forthwitli  transfer, 
assip^^  and  deliver  to  the  Trustee,  to  be  held  by  it  as  se- 
curity for  the  bonded  indebtedness  hereof,  subject  to  all 
the  terms  and  conditions  hereof,  all  the  additional  capital 
stock  of  sucli  corporation,  or  such  proportionate  part 
thereof  as  the  Company  held  in  the  entire  capital  stock  of 
such  coi-poration  before  such  increase.  In  case  of  the 
decrease  of  the  capital  stock  of  such  coi'poration  the  Tnis- 
tee  shall,  if  it  be  necessai-y  to  effect  such  decrease,  release 
from  the  operation  of  this  indenture  for  cancellation  a 
part  of  the  capital  stock  proportionate  to  such  decrease. 
If  anything  shall  be  paid  to  the  stockliolders  of  such  cor- 
I>oration  upon  any  such  decrease  of  capital  stock,  the 
amount  payable  upon  the  shares  of  stock  tlien  held  by  the 
Trustee  hereunder  (unless  it  be  money)  shall  be  forth- 
with paid  over  or  conveyed  to  the  Trustee,  to  be  held  by 
it  subject  to  the  teims  of  this  indenture;  but  if  such  con- 
sideration be  money  it  shall  be  paid  over  to  the  Company, 
to  be  held  and  disposed  of  by  it  in  accordance  with  the 
thirty-fourth  paragraph  hereof  regulating  the  proceeds 
from  the  sale  of  property. 

Fourteenth.  That  in  case  at  any  time  all  or  any  part 
of  the  property  of  any  company  whose  shares  of  stock  are 
subject  to  the  lien  of  this  indenture  shall  be  sold  upon  the 
insolvency  or  tlie  liquidation  or  dissolution  of  such  com- 
pany (whether  pni-suant  to  a  vote  of  the  Tnistee  as  here- 
inbefore authorized,  or  otherwise)  or  at  judicial  or  other 
sale,  or  in  caso  any  property  covered  by  a  mortgage  secur- 
ing any  bond,  or  subject  to  any  charge,  lien  or  trust  for 


21 

the  payment  of  any  obligation  held  by  the  Trustee  here- 
under, shall  be  sold  upon  the  foreclosure  of  such  mortgage, 
or  by  the  enforcement  of  such  charge,  lien  or  trust,  then 
and  in  such  event,  if  the  property  of  the  Company,  or  the 
property  sold,  can  be  acquired  by  crediting  on  the  shares 
of  stocks,  bonds,  or  obligations  held  by  the  Trustee  here- 
under, any  sum  accruing  or  to  be  received  thereon  out  of 
the  proceeds  of  such  proj^erty,  and  by  paying  not  more 
than  ten  per  centum  of  the  price  of  such  property  in  cash 
(or  more  than  ten  per  centum  if  the  holders  of  a  majority 
in  amount  of  the  bonds  hereby  secured  shall  so  request) 
the  Trustee  in  its  discretion  may,  but  if  requested  in  writ- 
ing by  the  Company,  or  by  the  holders  of  a  majority  in 
the  amount  of  the  bonds  hereby  secured,  and  provided  with 
the  amount  of  cash  necessary  therefor  (whether  such 
amount  be  more  or  less  than  ten  per  centum  of  the  price 
of  such  property)  shall  purchase  or  cause  to  be  purchased, 
or  shall  permit  the  Company  to  purchase,  such  property, 
either  in  the  name  of  the  Trustee,  or  of  the  Company  or  by 
purchasing  Trustees,  and  shall  use,  or  shall  permit  the 
Company  to  use,  such  shares  of  stocks,  bonds  or  obliga- 
tions so  far  as  may  be  to  make  payment  for  such  prop- 
erty. In  case  of  any  such  purchase  the  Tnistee  sliall  take 
such  steps  as  it  may  deem  proper  to  cause  such  property 
to  be  vested  either  in  the  Company,  subject  to  tlie  lien  of 
this  indenture,  or  in  some  other  corporation  organized  or 
to  be  organized,  with  power  to  acquire  and  manage  such 
property,  provided  that  all  the  bonds  and  other  secured 
indebtedness  and  capital  stock  thereof  (excepting  the  num- 
ber of  shares  required  to  qualify  Directors)  shall  be  as- 
signed and  delivered  to,  and  received  by,  the  Trustee  and 
held  by  it  for  the  benefit  of  the  Company,  or  its  assigns, 
but  subject  first  to  the  lien  of  this  indenture  and  all  the 
terms  and  conditions  thereof.  The  amount  advanced  by 
the  Trustee  or  by  any  bondholder  or  bondholders  as  a  cash 


oo 


payment  on  account  of  any  such  property  so  purchased 
shall  be  a  lien  thereon  prior  to  the  bonds  hereby  secured. 

FifteentJi.  In  case  default  shall  be  made  in  the  payment 
of  any  interest  on  any  bond  or  bonds  hereby  secured  and 
outstandin<r,  and  any  such  default  shall  have  continued 
for  the  period  of  six  months  after  demand  for  payment, 
the  Trustee  may,  and  upon  the  written  request  of  the 
holders  of  fifty-one  per  cent,  in  amount  of  the  bonds  here- 
by secured  and  then  outstanding,  shall,  by  notice  in  writ- 
ing delivered  to  the  Company  declare  the  principal  of  all 
bonds  hereby  secured  and  then  outstanding  to  be  due  and 
payable  immediately,  and  upon  such  declaration  the  same 
shall  become  and  be  due,  immediately,  anything  in  this 
indenture  or  in  the  said  bonds  to  the  contrary  notwith- 
standing. 

Sixteenth.  In  case  (1)  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  bond  hereby  secured,  and  such 
default  shall  continue  for  a  period  of  six  months,  or  in 
case  (2)  default  shall  be  made  in  the  due  and  punctual 
payment  of  the  princii)al  on  any  bond  hereby  secured  when 
the  same  shall  binome  due  and  payable,  or  in  case  (3) 
default  shall  be  nmde  in  the  due  obsei^ance  or  perform- 
ance of  any  other  covenant  or  condition  herein  required  to 
be  kei»t  or  ])('rformed  by  the  Company,  and  such  last  men- 
tioneil  default  shall  continue  for  a  peri<»d  of  six  months 
after  written  notice  thereof  to  the  Company  from  the 
Trustee,  or  from  the  holders  of  twenty-five  per  cent,  in  the 
amount  of  the  bonds  hereby  secured,  the  Trustee  may,  by 
in.strument  in  writing,  declare  the  Company  in  default 
hereunder,  and  pei-sonally  or  by  attorney,  and  in  its  dis- 
cretion (a  )  may  sell  to  the  highest  bidder  all  and  singular 
the  shares  of  capital  stock,  bonds  and  other  property  held 
by  the  Trustee  under  this  indenture,  and  all  i-ight,  title, 
interest,  claim  and  demand  of  the  Company  therein,  and 
the  right  of  i'e<h'mption  thereof,  in  one  lot  as  an  entirety 


23 

or  in  separate  lots,  such  as  tlie  Trustee  shall  deem  best, 
which  said  sale  or  sales  shall  be  made  at  public  auction 
at  such  place  in  the  City  of  New  York,  New  York,  or  at 
such  other  place  or  places  and  at  such  time  or  times,  and 
upon  such  terms  as  the  Trustee  may  fix  and  briefly  specify 
in  the  notice  of  sale  to  be  given,  as  herein  provided,  or  as 
may  be  required  by  law,  provided,  always,  that  such  sale 
or  sales  may  be  made  in  such  other  place  or  places  and  in 
such  other  manner  and  upon  such  other  notice  as  may 
be  authorized  or  required  by  law,  or  (b)  may  proceed  to 
protect  and  enforce  its  rights  and  the  rights  of  the  bond- 
holders under  this  indenture,  by  a  suit  or  suits  in  equity 
or  at  law,  w^iether  for  the  specific  performance  of  any 
covenant  or  agreement  contained  herein,  or  in  aid  of  the 
execution  of  any  power  herein  granted,  or  for  any  fore- 
closure hereunder,  or  for  the  enforcement  of  any  other 
appropriate  legal  or  equitable  remedy,  as  the  Trustee, 
being  advised  by  counsel,  shall  deem  most  effectual  to 
protect  and  enforce  the  rights  aforesaid.  In  case  the 
Trustee  shall  have  proceeded  to  enforce  any  right  under 
this  indenture  by  foreclosure,  entry  or  otherwise,  and  such 
proceedings  shall  have  been  discontinued  or  abandoned 
because  of  a  waiver,  or  for  any  other  reason,  or  shall  have 
been  determined  adversely  to  the  Trustee,  then,  in  every 
such  case,  the  Company  and  the  Trustee  shall  be  restored 
to  their  former  position  and  rights  hereunder  in  respect 
to  the  mortgaged  premises  and  the  shares  of  stock,  and  to 
the  bonds  and  other  property  herein  pledged  or  agreed  to 
be  pledged,  and  all  rights,  remedies  and  powers  of  the 
Trustee  shall  continue  as  though  no  such  proceedings  had 
been  taken. 

Seventeenth.  Notice  of  any  such  sale,  pursuant  to  any 
provisions  of  this  indenture,  shall  state  the  time  when  and 
the  place  where  the  same  is  to  be  made,  and  shall  con- 
tain a  brief  description  of  the  property  to  be  sold,  and 


24 

shall  be  sufficiently  given  if  published  once  in  each  week 
for  four  consecutive  weeks  prior  to  such  sale  in  a  daily 
newspaper  published  in  the  City  of  New  York,  N,  Y.  and 
in  a  newspai)er  published  in  one  of  the  counties  in  which 
physical  property  owned  by  the  company  is  then  situate, 
but  provided,  that  if  other  or  different  notices  shall  be 
required  by  the  law  the  notices  so  required  shall  also  be 
given  by  the  Trustee,  anything  in  this  indenture  con- 
tained to  the  contrary  notwithstanding.  The  holders  of 
a  majority  in  amount  of  the  bonds  hereby  secured  and 
then  outstanding  shall  have  the  right  to  direct  and  con- 
trol the  method  and  place  of  conducting  any  and  all  pro- 
ceedings for  any  sale  of  the  property  herein  pledged,  or 
for  the  foreclosure  of  this  indenture,  or  for  the  appoint- 
ment of  a  Keceiver,  or  for  the  purpose  of  taking  any  other 
proce(M]ings  hei-ennder.  Provided  the  notices  of  sale  here- 
inbefore required  are  given,  the  Tiiistee  may  from  time 
to  time  adjourn  any  sale  about  to  be  made  by  it  under 
tlie  provisions  of  this  indenture,  by  announcement  at  the 
time  and  place  appointed  for  such  .sale  or  for  any  ad- 
journed sale  or  sales,  and  it  may  make  such  sale  at  the 
time  and  place  to  Avhioh  the  same  shall  be  so  adjourned, 
without  any  further  notice  or  publication. 

Eighteenth.  Upon  the  completion  of  an}"  sale  or  sales 
under  this  indenture  the  Trustee  shall  transfer  to  the  ac- 
cepted purchaser  or  purchasers  the  certificates  for  the 
shares  of  stock  and  the  bonds  and  other  securities  so  sold, 
and  shall  execute  and  deliver  to  such  purchaser  or  pur- 
chasers proper  and  suflflcient  bills  of  sale  or  deeds  of  con- 
veyance for  any  otlier  property  so  sold.  Tlie  Trustee,  and 
its  successors,  hereby  are  appointed  the  true  and  lawful 
attorney  or  attorneys,  irrevocable  of  the  Company,  for 
it  and  in  its  name,  place  and  stead,  to  make  all  necessary 
transfers  aforesaid,  and  for  that  purpose  it  and  they  may 
execute  all  necessai*y  deeds  of  assignment  and  transfer, 


25 

the  Company  hereby  ratifying  and  confirming  all  that  its 
said  attorney  or  attorneys  shall  or  may  lawfully  do  by 
virtue  hereof. 

Nineteenth.  Any  such  sale  or  sales  made  under  or  by 
virtue  of  this  indenture,  whether  under  the  power  of  sale 
hereby  granted  or  conferred,  or  under  and  by  virtue  of 
judicial  proceedings,  shall  operate  to  divest  all  right, 
title,  interest,  claim  and  demand  whatsoever,  either  at 
law  or  in  equity,  of  the  Company,  of,  in  or  to  the  property 
so  sold,  and  shall  be  a  perpetual  bar  both  at  law  and  in 
equity  against  the  Company,  its  successors  and  assigns, 
and  against  any  and  all  persons  claiming  or  to  claim  the 
property  so  sold  or  any  part  thereof  from,  through  or 
under  the  Company,  its  successors  or  assigns,  and  the  re- 
ceipt of  the  Trustee  for  the  consideration  money  paid  at 
such  sale  sliall  be  a  sufficient  discharge  to  the  purchaser 
without  any  liability  on  the  part  of  the  purchaser  to  see 
to  the  proper  application  of  the  purchase  money,  or  to 
inquire  as  to  the  authorization,  necessity,  expediency  or 
regularity  of  any  sale  or  sales. 

Twentieth.  In  case  of  any  such  sale,  whether  under 
the  power  of  sale  hereby  granted,  or  pursuant  to  judi- 
cial proceedings,  the  principal  sum  of  all  of  the  bonds 
hereby  secured  if  not  then  due,  shall  immediately  there- 
upon become  due  and  payable,  anything  in  said  bonds  or 
in  this  indenture  to  the  contrary  notwithstanding. 

Twenty-first.  The  purchase  money,  proceeds  and  avails 
of  any  such  sale,  whether  under  the  power  of  sale  hereby 
granted  or  pursuant  to  judicial  proceedings,  together  with 
any  other  moneys  which  may  be  held  by  the  Trustee  under 
any  of  the  provisions  of  this  indenture  as  part  of  the  trust 
estate,  or  the  proceeds  thereof,  shall  be  applied  as  fol- 
lows: (a)  to  the  payment  of  the  costs  and  expenses  of 
any  such  sale,  including  a  reasonable  compensation  to  the 


26 

Trustee,  its  agents,  attorneys  or  counsel,  and  all  expenses, 
liabilities  and  advances  by  the  Trustee,  (b)  To  the  pay- 
ment of  the  whole  amount  tlien  owing  or  unpaid  upon  the 
bonds  hereby  secured  for  principal  and  interest,  with  in- 
terest at  the  rate  of  six  per  cent,  per  annum  upon  the 
overdue  and  unpaid  principal;  and  in  case  such  proceeds 
shall  be  insufficient  to  pay  in  full  the  amount  of  such  prin- 
cipal and  interest,  without  preference  or  priority  of  prin- 
cipal over  interest,  or  of  any  installment  of  interest  over 
any  other  installment  of  interest,  ratably  to  the  aggre- 
gate of  such  principal  and  the  accrued  and  unpaid  inter- 
est; and  (c)  to  the  payment  of  the  surplus,  if  any,  to 
the  Company,  its  successors  or  assigns,  or  to  whosoever 
may  be  lawfully  entitled  to  receive  the  same. 

Tuodii-second.  In  case  of  any  sale  hereunder  any  pur- 
chaser for  the  purpose  of  making  settlement  or  payment 
for  the  property  purchased,  shall  be  entitled  to  use  and 
apply  any  bonds  and  any  matured  and  unpaid  coupons 
herel)y  secured,  by  presenting  such  bonds  and  coupons  in 
order  that  there  may  be  credited  thereon  the  sums  ap- 
plicable to  the  payment  thereof  out  of  the  net  proceeds 
of  such  sale  and  due  and  belonging  to  the  owner  of  such 
bonds  and  coupons  as  his  ratable  share  of  such  net  pro- 
ceeds, after  making  any  deduction  from  the  proceeds  of 
such  sale  for  or  on  account  of  costs,  expenses,  compensa- 
tion and  other  charges,  and  thereupon  such  purchaser 
sliall  be  credited  on  account  of  such  purchase  price  paid 
by  Mm  with  the  sums  applicable  out  of  such  net  proceeds 
to  the  payment  of,  and  credited  on  the  bonds  and  coupons 
so  presented,  and  at  any  such  sale  any  bondholders  may 
bid  for  and  may  purchase,  and  upon  compliance  with  the 
terms  of  sale  may  hold,  retain  and  possess  and  dispose  of 
sucli  property  in  their  own  absolute  right  and  without 
further  accountability. 

Twenty-third.     The   Company    covenants   that    (a)    in 


27 

case  default  shall  be  made  in  the  payment  of  any  interest 
on  any  bond  or  bonds  at  any  time  outstanding  and  se- 
cured by  this  indenture,  and  such  default  shall  have  con- 
tinued for  a  period  of  six  months,  or  (b)  in  case  default 
shall  be  made  in  the  payment  of  the  principal  of  any  of 
said  bonds  when  the  same  shall  have  become  payable, 
whether  by  the  maturity  of  the  bonds  or  by  declaration 
as  authorized  by  this  indenture,  or  by  sale,  as  hereinbe- 
fore provided,  then,  upon  demand  of  the  Trustee,  the 
Company  will  pay  to  the  Trustee  for  the  benefit  of  the 
holders  of  the  bonds  and  coupons  hereby  secured  and 
outstanding,  the  whole  amount  due  and  payable  on  all 
such  bonds  and  coupons  then  outstanding,  or  interest 
or  principal  or  both  as  the  case  may  be,  with  interest 
at  the  rate  of  six  per  cent,  per  annum  upon  the  overdue 
principal,  and  in  case  the  Company  shall  fail  to  pay  the 
same  forthwith  upon  such  demand  the  Trustee  in  its 
own  name  and  as  Trustee  of  an  express  trust  shall  be 
entitled  to  recover  judgment  for  the  whole  amount  so  due 
and  unpaid. 

Tireiity-fourth.  The  Company  covenants  and  agrees 
that  it  shall  not  and  will  not  at  any  time  insist  upon  or 
plead,  or  in  any  manner  whatever  claim  or  take  the 
benefit  or  advantage  of  any  stay  or  extension  law  now 
or  at  any  time  hereafter  in  force,  providing  for  valuation 
or  appraisement  of  the  mortgaged  property,  or  any  part 
thereof,  prior  to  any  sale  or  sales  thereof,  to  be  mad(^ 
pursuant  to  any  provisions  herein  contained,  or  to  the 
decree,  judgment  or  order  of  any  court  of  competent 
jurisdiction,  nor  after  any  such  sale  or  sales  will  it 
claim  or  exercise  any  right  under  any  statute  enacted 
by  any  State  or  otherwise  to  redef^m  the  property  so  sold, 
or  any  part  thereof;  and  it  hereby  expressly  waives  all 
benefit  or  advantage  of  any  such  law  or  laws,  and  it 
covenants  that  it  will   not  hinder,   delay   or  impede  tlie 


28 

execution  of  any  power  herein  granted  or  delegated  to 
the  Trustee,  but  that  it  ^^'ill  suffer  and  permit  the  execu- 
tion of  every  such  power  as  though  no  such  law  or  laws 
had  ever  been  made  and  enacted. 

T wen  ti/- fifth.  No  holder  of  any  bond  or  coupon  hereby 
secured  shall  have  the  right  to  institute  any  suit  or  pro- 
ceedings in  equity  or  at  law  for  the  foreclosure  of  this 
indenture  or  for  the  execution  of  any  trust  thereof,  or 
for  the  appointment  of  a  Keceiver,  or  for  any  other 
remedy  hereunder,  unless  such  holder  previously  shall 
have  given  to  the  Trustee  written  notice  of  such  default, 
and  of  the  continuance  thereof,  as  hereinbefore  provided, 
nor  unless,  also,  the  holders  of  twenty-five  per  cent,  in 
amount  of  the  bonds  hereby  secured  and  outstanding 
shall  have  made  written  request  upon  the  Trustee,  and 
shall  have  offered  to  it  a  reasonable  opportunity,  either 
to  proceed  to  exercise  the  powers  hereinbefore  granted, 
or  to  institute  such  action,  suit  or  proceeding  in  its 
own  name;  nor  unless,  also,  they  shall  have  offered  to 
the  Trustee  adequate  security  and  Indemnity  against  the 
costs,  expenses  and  liabilities  to  he  incurred  thereunder 
or  thereby,  and  such  notification,  request  and  offer  of 
indemnity  are  hereby  declared  in  eveiy  such  case,  at  the 
option  of  the  Trustee,  to  be  conditions  precedent  to  the 
execution  of  the  powers  and  trusts  of  this  indenture  for 
the  l)enefit  of  the  bondholders,  and  to  the  commencement 
of  any  action  or  cause  of  action  for  foreclosure,  or  for 
the  appointment  of  a  Eeceiver.  or  for  any  other  remedy 
hereunder;  it  being  understood  and  intend(Ml  that  no  one 
or  more  holders  of  bonds  and  coupons  shall  have  any 
right  in  any  manner  whatever  by  his  or  their  action  to 
affect,  disturb  or  prejudice  the  lien  of  this  indenture, 
or  to  enforce  any  right  hereunder  except  in  the  manner 
herein  provided,  and  that  all  nroceedings  at  law  or  in 
equity   shall   be   instituted,   had   and    maintained   in    the 


29 

manner  herein  provided,  and  for  the  equal  benefit  of  all 
holders  of  such  outstanding  bonds  and  coupons. 

Twenty-sixth.  Except  as  herein  expressly  provided  to 
the  contrary,  no  remedy  herein  conferred  upon  or  reserved 
to  the  Trustee,  or  to  the  holders  of  bonds  hereby  secured, 
is  intended  to  be  exclusive  of  any  other  remedy  or  reme- 
dies, but  each  and  eveiy  remedy  shall  be  cumulative,  and 
shall  be  in  addition  to  every  other  remedy  given  here- 
under, or  now  or  hereafter  existing  at  law  or  equity,  or 
by  statute,  but  no  action  at  law  shall  be  instituted 
against  the  Company  by  any  bondholder  to  enforce  the 
contractual  liability  against  the  Company  by  reason  of 
its  covenants  and  promises  contained  in  any  of  the  said 
bonds  until  the  property  hereby  mortgaged  shall  have 
been  exhausted  by  pursuit  of  the  remedies  herein  pro- 
vided. 

Twenty-seventh.  No  delay  or  omission  of  the  Trustee, 
or  any  holder  of  bonds  hereby  secured,  to  exercise  any 
right  or  power  accruing  upon  any  default  continued  as 
aforesaid  shall  impair  any  such  right  or  power,  or  shall 
be  construed  to  be  a  waiver  of  any  such  default  or  ac- 
quiescence therein,  and  every  power  and  remedy  given 
by  this  indenture  to  the  Trustee,  or  to  the  bondholders, 
may  be  exercised  by  the  bondholders  or  by  the  Trustee, 
from  time  to  time  and  as  often  as  may  be  deemed  ex- 
pedient. 

Twenty -eighth.  The  Company  and  the  Trustee  may  deem 
and  treat  the  bearer  of  any  unregistered  coupon  bond 
hereby  secured,  and  th.e  bearer  of  any  coupon  for  in- 
terest on  any  bond  hereby  secured,  whether  registered  or 
unregistered,  and  the  registered  owner  of  any  coupon 
bond  hereby  secured  as  appears  by  the  registry  books  in 
the  hands  and  possession  of  the  Trustee,  as  hereinbefore 
provided  for,  as  the  absolute  owner  of  such  bond  or  cou- 


30 

pon  as  the  case  may  be,  for  the  purpose  of  receiving 
payment  thereof,  and  for  all  other  purposes,  and  neither 
the  Company  nor  the  Trustee  shall  be  affected  by  any 
notice  to  the  contrary. 

Twentij-ninth.  The  Company  shall  at  all  times  keep  at 
its  oflfice  in  tlie  City  of  New  York,  N.  Y.,  books  in  which 
the  OAvner  or  owners  of  the  l)onds  may  register  the  same, 
such  registry  being  noted  on  the  bond  by  the  authorized 
attorney,  after  which  no  transfer  slmll  be  valid  unless 
made  in  the  said  books  by  the  registered  owner  or  his 
legal  representatives  and  simihirly  noted  on  the  bond,  but 
the  same  may  be  discharged  from  registry  by  being  in 
like  manner  transferred  to  bearer,  after  which  it  shall  be 
transferable  by  delivery  to  bearer,  but  it  may  be  again 
registered  as  before.  Such  registration  shall  not  affect 
the  negotiability  of  the  interest  coupons  belonging  to  any 
such  bonds. 

Thirtirth.  If  any  bond  issued  hereunder  shall  l)e  muti- 
lated, lost  or  destroyed,  the  Company  may,  npon  com- 
pliance by  its  owner  with  such  terms  and  conditions  as 
may  be  prescribed  by  its  Board  of  Directors,  issue  in 
lieu  thereof  a  new  bond  of  like  tenor,  amount  and 
date,  and  bearing  the  same  serial  nunlber,  which  new 
bond,  when  so  issued,  shall  be  certified  by  the  Trustee 
npon  proof  satisfactory  to  the  Company  l)eing  made  of 
such  mutilation,  loss  or  destruction  and  upon  the  owner 
giving  to  the  Trustee  and  to  the  Company  indemnity 
satisfactory  to  them  respectively. 

Thirty-first.  For  the  debt  and  interest  hereby  secured, 
the  Company  is  liable  in  person  and  any  deficiency  after 
exhausting  the  .security  hereby  accorded,  may  be  en- 
forced in  the  manner  aforesaid  against  the  Company,  but 
not  against  its  stockholders,  Directors  or  officers  indi- 
viduall}';  and  it  is  expressly  agreed  between  the  parties 


31 

hereto,  and  bj  every  other  person  who  shall  take  or  own 
any  bond  or  bonds  issued  hereunder,  or  the  interest 
coupons  attached  hereto,  that  all  persons  who  are  now 
or  may  hereafter  l)ecome  stockholders,  Directors  or 
officers  of  the  Company,  shall  in  no  wise  l)e  held  liable 
for  the  payment  of  either  the  principal  or  interest  of  the 
bonds  hereby  secured  or  any  part  thereof,  and  that 
all  liability  on  the  part  of  such  stockholders,  Directors 
and  officers,  however  arising,  whether  directly  or  through 
the  Company,  by  the  enforcement  of  any  assessment  or 
by  any  legal  or  equitable  proceeding  by  virtue  of  any 
statute  or  otherwise,  is  by  the  acceptance  of  said  l)onds  by 
the  owners  thereof  hereby  expressly  waived. 

Thirty-second.  Provided,  always,  nevertheless,  and  these 
presents  are  upon  the  express  condition,  that,  if  before 
or  when  the  bonds  hereby  secured  shall  become  due  and 
payable,  the  Company  shall  well  and  truly  pay  the  whole 
amount  of  the  principal  sums  and  interest  secured  by  and 
payable  upon  all  of  the  bonds  and  coupons  for  interest 
thereon  hereby  secured  then  outstanding,  or  shall  provide 
for  such  payment  by  depositing  with  the  Trustee  for  the 
payment  of  such  bonds  and  coupons  the  entire  amount 
of  principal  and  interest  secured  by  and  payable  upon 
all  of  the  bonds  and  coupons  for  interest  thereon  here- 
by secured  then  outstanding,  and  also  shall  pay  or  cause 
to  be  paid  all  other  sums  payable  hereunder  by  the 
Company,  including  all  taxes  and  obligations  due  any 
state  or  municipality,  and  shall  well  and  truly  keep  and 
perform  all  the  things  herein  required  to  be  kept  and 
performed  by  it,  according  to  the  true  intent  and  mean- 
ing of  this  indenture,  then,  in  that  case,  all  stocks, 
bonds,  corporate  securities  and  any  and  all  property  of 
any  kind,  nature  or  description  hereby  conveyed  or 
pledged  shall  revert  to  the  Company  and  the  estate,  right, 
title  and  interest  of  the  Trustee  shall  thereupon  cease. 


32 

determine  and  become  void,  and  the  Trustee  shall  in  such, 
case,  on  demand  of  the  Company,  and  at  its  cost  and 
expense,  execute  proper  instruments,  aeknow'ledg:ing  satis- 
faction of  this  indenture,  and  shall  also  assign,  transfer 
and  convey  to  the  Company  all  stocks,  bonds  and  other 
securities  held  by  it  as  Trustee  under  and  in  pursuance 
of  the  terms  of  this  indenture. 

Thirty-third.  It  is  further  understood  and  agreed  that 
nothing  herein  contained  shall  be  so  construed  as  to 
oblige  or  require  the  Company  to  continue  to  pay  rentals 
or  dues  or  charges  upon  or  for  any  oil  and  gas  mining 
lease  or  rights  or  other  property  of  the  Company  which 
it  may  hereafter  acquire  and  own,  and  which  by  reason 
of  the  failure  or  diminution  in  production  or  supply, 
abandonment  of  territory,  lack  or  failure  of  transporta- 
tion facilities  or  for  any  other  reason  are  no  longer  ad- 
vantageous or  necessary  for  the  business  of  the  Com- 
pany; but  in  any  and  all  such  cases  the  Company  may 
permit  its  estate  or  interest  in  any  such  property  to 
lapse  and  in  case  it  is  necessary  or  desirable  that  the 
Company  should  execute  and  deliver  evidence  of  its 
surrender  or  abandonment  of  any  previously  existing 
estate  or  right  in  or  to  any  such  property,  the  said  Trus- 
tee upon  receiving  a  certified  copy  signed  by  the  Presi- 
dent and  Secretary  of  the  Company  of  a  resolution  adopt- 
ed by  the  aflQrmative  vote  of  a  majority  of  all  of  its 
Board  of  Directors,  declaring  that  the  Company  has  de- 
termined to  surrender  and  abandon  such  rights,  shall 
unite  with  the  Company  in  the  execution  and  delivery  of 
any  release  or  other  writings  requisite  and  necessary  for 
such  surrender  and  abandonment. 

Thirty-fourth.  It  is  understood  and  agreed  that  noth- 
ing herein  contained  shall  be  construed  so  as  to  oblige 
or  require  the  Company  to  keep  and  maintain  in  their 
present  or  original  location  the  pipe  lines  hereby  mort- 


33 

gaged  or  the  oil  wells,  gas  wells,  tanks,  derricks,  ma- 
chinery, fixtures,  equipment  and  appliances  on  any  of  the 
oil  and  gas  mining  leases,  leaseholds  or  rights  which  it 
may. now  own  or  hereafter  acquire,  or  appurtenant  or  to 
become  appurtenant  thereto  or  placed  or  to  be  placed 
thereon,  or  connected  or  to  be  connected  therewith,  for 
the  production,  transportation  and  sale  of  natural  gas  or 
petroleum;  but  if  in  order  to  maintain  or  increase  the 
transportation,  production  and  sale  of  gas  or  petroleum, 
or  because  they  shall  become  worn  out  or  unfit  for  use, 
or  otherwise  unnecessary,  obsolete  or  useless,  or  for  any 
other  reason  whatsoever  it  shall  seem  to  the  said  Com- 
pany necessary  or  advantageous  to  take  up  or  remove  any 
of  its  pipe  lines  or  the  pumping  or  compressor  stations, 
machinery,  equipment,  appliances  or  fittings  connected 
therewith,  or  any  casing  or  tubing  in  its  oil  or  gas  wells, 
or  any  of  the  tanks,  derricks,  machinery,  equipment,  fix- 
tures, pipe  lines,  appliances  or  apparatus  appurtenant  or 
belonging  to  such  wells,  in  order  to  replace  or  to  use 
the  same  elsewhere,  or  to  sell  the  same,  the  said  Company 
shall  have  full  power  and  authority  so  to  do ;  but,  except 
in  the  case  of  the  sale  of  junk  caused  by  the  replacing  or 
repairing  of  old  or  worn  out  material,  appliance  or 
equipment  with  new,  no  sale  shall  be  made  until  author- 
ized by  a  vote  of  a  majority  of  the  Board  of  Directors. 
All  proceeds  from  any  sale  of  junk  shall  he  placed  and 
kept  by  the  Company  separate  from  its  other  funds,  and 
in  a  separate  account,  and  shall  not  be  expended  by  said 
Company  otherwise  than  in  the  extension,  enlargement  or 
improvement  of  the  plant,  equipment  or  facilities  of  said 
Company  for  the  conduct  of  its  business;  and  the  said 
Company  shall,  at  the  expiration  of  each  period  of  six 
months  next  ensuing  after  the  day  of  the  date  hereof, 
give  to  said  Trustee  full  and  accurate  information,  in 
writing,  as  to  what  if  any  changes  have  been  made  under 
the  provisions  hereof  witli   respect  to   the   property  and 


34 

estate  hereby  granted  and  convened,  or  intended  so  to  be, 
by  lease,  release,  surrender,  removal  and  re-location,  sale 
or  otherwise.  In  case  any  sale  shall  be  made  which  has 
been  authorized,  in  tlie  manner  hereinbefore  and  in  the 
thirty-seventh  paragraph  hereof  provided  for,  the  proceeds 
thereof  shall  be  applied  to  the  retiring  of  bonds  in  the 
manner  recited  in  the  said  thirty-seventh  paragraph. 

Thirty-pfth.  All  or  any  of  the  bonds  issued  hereunder 
and  secured  hereby  may  be  redeemed  by  the  Company  on 
any  interest  date  at  one  hundred  and  five  per  centum  of 
face  value,  plus  accrued  interest.  The  Company  may  ac- 
quire bonds  for  redemption  in  any  of  the  following  ways: 
(a)  by  purchase  in  the  open  market  at  par  or  under,  out 
of  the  funds  in  their  treasury  at  any  time;  (b)  by  receiv- 
ing offers  from  the  holders  thereof  for  redemption  subject 
to  notice  tliereof  as  hereinafter  provided;  (c)  by  drawing 
for  the  same  by  lot,  in  the  event  of  failure  to  procure  the 
same  by  one  of  the  above  methods. 

The  Company  covenants  and  agrees  that  it  will  on  the 
first  days  of  June  and  December  in  each  year,  beginning 
with  the  first  day  of  June,  1915,  pay  to  the  Trustee,  to  be 
used  as  a  sinking  fund,  a  sum  equal  to  one  per  centum 
(1%)  of  the  total  principal  amount  of  bonds  from  time 
to  time  then  issued  and  outstanding  under  this  inden- 
ture. The  amount  of  bonds  from  time  to  time  outstand- 
ing shall  be  certified  to  the  Trustee  by  the  Treasurer,  As- 
sistant Ti'easurer  or  other  fiscal  officer  of  the  Company, 
and  the  Trustee  shall  be  entitled  to  rely  upon  any  such 
certificate.  All  sums  of  money  so  paid  to  the  Trustee  by 
the  Company,  as  hereinbefore  in  this  covenant  provided, 
shall  be  applied  by  the  Trustee  from  time  to  time,  upon 
the  written  request  of  the  Company,  to  the  purchase  of 
the  outstanding  bonds  secured  hereby.  Tlie  Trustee  may 
advertise  puldicly  for  proposals  to  sell  such  bonds,  or 
purchase  the  same  at  public  sale,  at  stock  exchanges  or 


35 

otherwise,  as  may  seem  most  advisable  and  practicable,  at 
such  price  and  in  such  manner  as  may  be  agreed  upon  by 
the  Trustee  and  the  Company,  not  exceeding,  however,  a 
premium  of  five  per  centum  (5%),  and  whenever  bonds 
are  not  presented  for  purchase  at  a  price  not  exceeding  a 
premium  of  five  per  cent.  (5%),  and  there  are  funds  avail- 
able under  this  provision,  the  Company  shall  have  the 
right  to  require  the  Trustee  to  call,  and  upon  such  re- 
quest the  Trustee  shall  call,  for  purchase  in  the  same 
manner  and  after  the  same  advertisement  as  is  hereafter 
provided,  such  number  of  bonds  then  outstanding,  se- 
cured hereby,  as  such  available  funds  will  redeem.  The 
distinctive  numbers  of  the  bonds  to  be  called  under  the 
provisions  hereof,  shall  be  drawn  by  lot  by  the  Trustee, 
and  the  Trustee  shall  use  such  funds,  or  so  much  thereof 
as  may  be  necessary  for  the  purchase  of  the  bonds  so- 
called,  and  the  expenses  of  such  call. 

The  delivery  by  the  Company  to  the  Trustee  of  bonds 
secured  hereby,  previously  authenticated,  with  all  unma- 
tured coupons  attached,  shall  be  deemed  equivalent  to  pay- 
ment of  cash  into  said  sinking  fund  to  the  amount  of  the 
accrued  interest  on  such  bonds  and  one  hundred  and  five 
per  centum  (lOS^f  )  of  the  face  value  of  such  bonds.  Such 
bonds  and  the  coupons  thereto  belonging,  acquired  by  the 
Trustee  by  purchase  or  otherwise,  under  the  provisions  of 
this  Article,  shall  not  be  destroyed  or  cancelled,  but  the 
same  shall  be  kept  alive,  and  the  Trustee  shall  continue  to 
receive  interest  on  said  bonds  so  acquired,  which  said  in- 
terest shall  be  held  by  the  Trustee,  and  from  time  to  time 
invested  as  a  part  of  the  said  sinking  fund.  Any  notice 
for  the  purchase  of  bonds,  w^hether  for  the  purpose  of 
retirement  or  redemption,  by  the  Company,  or  for  the 
purpose  of  the  sinking  fund,  shall  be  sufficiently  given  if 
the  company  shall  publish  a  notice  of  its  intention  to  pay 
off  or  to  purchase  said  bonds  (if  less  than  all,  then  the 
distinctive  numbers  of  the  bonds)   and  the  date  of  such 


payment  or  purchase,  subject,  however,  to  the  limi- 
tations herein  fixed,  in  a  newspaper  in  each  of  the 
cities  of  Dover,  Delaware  and  Xew  York,  New  York,  once 
in  each  week  for  four  (4)  successive  weeks,  commencing 
not  more  than  forty  (40)  days  prior  to  the  date  fixed  by 
it  for  such  payment  or  purchase.  Upon  the  publication 
by  the  Company  of  such  notice  of  payment  or  purchase, 
there  shall  become  due  and  payable  at  the  financial  agency 
of  the  Company  in  the  City  of  New  York,  for  the  time  be- 
ing, upon  the  bonds  to  be  paid  off  or  purchased  pursuant 
to  such,  notice,  the  principal  thereof,  together  with  the 
interest  accrued  and  unpaid  to  the  date  so  fixed  for  the 
payment  or  purchase  thereof,  together  with  a  premium  of 
five  per  cent.  (5%)  of  the  principal  of  each  of  the  bonds 
so  to  be  purchased,  and  upon  the  payment  of  the  amount 
so  due  upon  said  bonds  to  be  paid  off  or  purchased,  or  in 
case  such  bonds  shall  not  be  presented  for  payment  on 
such  date,  then  upon  the  deposit  with  the  Trustee  of  the 
sum  required  to  pay  such  amount  as  aforesaid,  in  special 
trust  therefor,  on  the  next  succcee<ling  business  day  after 
the  date  fixed  for  the  payment  or  purchase  of  said  bonds, 
as  aforesaid,  no  further  interest  shall  accrue  or  be  payable 
on  the  bonds  so  called  for  payment  or  purchase;  and  in 
lieu  and  in  full  substitution  therefor,  such  holder  shall 
receive  the  principal  thereof,  together  with  the  premiums 
as  hereinbefore  mentioned,  and  the  interest  to  the  date 
fixed  for  such  payment  or  purchase. 

Thirty-sixth.  Any  request,  direction  or  other  instrument 
refpiireil  by  this  indenture,  to  be  signed  and  executed  by 
the  bondholders,  may  be  in  any  number  of  concurrent 
writings  of  similar  tenor,  and  may  be  signed  or  executed 
by  such  bondholders  in  person  or  by  agent,  appointed  in 
wilting.  Proof  of  the  execution  of  any  such  request,  direc- 
tion or  other  instrument,  or  of  the  writing  appointing  any 
such  agent,  and  of  the  ow^nership  of  bonds,  if  made  in  the 


37 

following  manner,  shall  be  sufficient  for  any  purpose  of 
this  indenture  and  shall  be  conclusive  in  favor  of  tlie 
Trustee  with  regard  to  due  action  taken  by  it  under  such 
request.  Th.e  fact  and  date  of  the  execution  by  any  person 
of  any  such  writing  may  be  proved  by  the  certificate  of 
any  officer  in  any  jurisdiction,  who,  by  the  laws  thereof, 
has  power  to  take  acknowledgments  within  said  jurisdic- 
tion, to  the  effect  that  the  person  signing  such  writing 
acknowledged  before  him  the  execution  thereof,  or  by  an 
affidavit  of  a  witness  to  such  execution.  The  fact  of  the 
holding  of  bonds  hereunder  by  any  bondholder,  and  the 
amount,  issue,  number  and  series  of  any  such  bonds,  and 
the  date  of  his  holding  the  same  (unless  such  bonds  be 
registered),  may  be  proved  by  a  certificate  executed  by 
any  Trust  Company,  bank,  banker  or  any  other  depository 
(wherever  situated)  if  such  certificate  shall  be  deemed  by 
the  Trustee  to  be  satisfactory,  showing  that  at  the  date 
therein  mentioned,  such  person  had  on  deposit  with  such 
trust  compan}^,  bank,  banker  or  other  depositor}^,  the 
bonds  described  in  such  certificate.  The  holding  of  regis- 
tered bonds  shall  be  proved  by  the  bond  register.  But 
nothing  in  this  article  contained  shall  be  construed  as 
limiting  the  Trustee  to  the  proof  hereinbefore  specified,  it 
being  intended  that  the  Trustee  may  accept  any  other 
evidence  of  the  facts  herein  stated,  which  to  it  may  seem 
sufficient. 

Thirty-seventh.  In  addition  to,  but  not  in  limitation  of, 
any  of  the  rights,  duties,  and  powers  hereinbefore  recited, 
conferred  and  given,  it  is  now  further  provided  that  when- 
ever the  Board  of  Directors  of  the  Company  shall,  at  a 
meeting  duly  and  regularly  called  for  that  pui*pose,  adopt 
a  resolution  authorizing  the  sale  of  any  or  all  of  the  prop- 
erty of  the  Company  at  and  for  a  price  and  upon  terms 
in  the  resolution  named,  when  it  is  desired  to  sell  any  por- 
tion of  the  Company's  property,  it  shall  thereupon  become 


38 

the  duty  of  the  Trustee,  upon  receipt  of  a  certified  copy 
of  a  resolution  of  the  Board  of  Directors  of  the  Company, 
cei-tifying  that  such  property  is  no  longer  necessary  for 
the  company's  business  and  stating  the  consideration  to  be 
received  by  the  Company  therefor,  to  release  and  discharge 
this  mortgage  and  the  lien  thereof  upon  and  from  the 
property  of  the  Company  so  sold,  ui>on  the  purchase  price 
therefor  being  paid  to  it,  and  the  Trustee  shall  immedi- 
ately apply  such  purchase  price  to  the  retirement  of  bonds 
in  the  manner  in  the  thirty-fifth  paragraph  hereof  pro- 
vided for,  the  Trustee  selecting  by  lot  or  otherwise  as 
therein  set  out,  the  numbers  of  enough  bonds  equal  to  the 
said  purchase  price,  applicable  thereto,  and  giving  the 
notice  required  in  the  said  paragraph.  And  for  acting 
upon  such  resolution  as  passed,  the  Trustee  shall  incur 
no  liability  or  responsibility  whatsoever,  save  only  for  the 
application  of  the  money  in  the  manner  above  provided. 

Thirty-eighth.  All  the  covenants,  conditions  and  under- 
takings of  the  Company  are  made  subject  to  the  prior 
covenants,  conditions  and  undertakings  of  the  indenture 
dated  October  1st,  1913,  and  in  all  respects  subject  to  the 
rights  of  the  Trustee  thereunder,  and  upon  the  under- 
standing that  immediately  upon  the  payment  or  satis- 
faction thereof,  each  and  every  of  them  shall  be  fully  bind- 
ing and  effective  and  that  the  Company  shall  do  all  things 
necessary  to  make  them  so. 

Thirtif-ninth.  The  Trustee  for  itself  and  its  succes- 
sors, hereby  accepts  the  trust  and  assumes  the  duties 
herein  created  and  imposed  upon  it,  but  only  upon  the 
following  terms  and  conditions,  to  wit : 

(a)  The  Trustee  shall  be  protected  and  relieved 
of  all  responsibility  in  acting  upon  any  notice,  re- 
quest, consent,  certificate,  bond  or  other  paper  or 
document  believed  by  it  to  be  genuine,  and  to  have 
been  signed  by  the  proper  party. 


39 

(b)  The  Trustee  may  select  and  employ  in  and 
about  the  execution  of  this  trust  suitable  agents 
and  attorneys  whose  reasonable  compensation  shall 
be  paid  to  the  Trustee  by  the  Company,  or  in  de- 
fault of  such  payment,  shall  be  a  charge  upon  the 
hereby  pledged  premises  and  property,  and  the 
proceeds  thereof,  pairamount  to  said  bonds.  It 
shall  be  no  part  of  the  duty  of  the  Trustee  to  file  of 
record  this  indenture  as  a  mortgage  or  conveyance 
of  real  estate  or  as  a  chattle  mortgage  or  conveyance 
of  personal  property,  or  to  renew  such  mortgage, 
real  or  chattel,  or  to  procure  any  further,  other,  or 
additional  instrument  of  further  assurance,  or  to  do 
any  other  act  which  may  be  suitable  or  proper  to 
be  done  for  the  continuance  of  the  lien  hereof  or 
for  giving  notice  of  the  existence  of  such  lien,  or 
for  extending  or  supplementing  the  same ;  nor  shall 
it  be  any  part  of  its  duty  to  keep  itself  informed  as 
to  the  payment  of  any  taxes,  or  assessments,  or 
to  require  such  payments  to  be  made.  The  Trustee, 
save  for  its  gross  negligence  or  wilful  default,  shall 
not  be  personally  liable  for  any  loss  or  damage. 

(c)  The  Trustee  shall  have  a  first  lien  upon  the 
pledged  property  and  funds  for  its  reasonable  ex- 
penses, counsel  fees  and  compensation,  and  for  all 
liabilities  incurred  in  and  about  the  execution  of 
the  trusts  hereby  created,  and  the  exercise  and  per- 
formance of  its  powers  and  duties  hereunder. 

(d)  The  Trustee  shall  be  under  no  obligation 
or  duty  to  perform  any  act  hereunder,  or  to  defend 
any  suit  in  respect  hereof,  unless  reasonably  in- 
demnified. Except  as  herein  expressly  otherwise 
provided,  the  Trustee  shall  not  be  bound  to  recog- 
nize any  person  as  bondholder,  unless,  or  until, 
his  bonds  are  submitted  to  the  Trustee  for  inspec- 


40 

tion,  if  required,  and  his  title  satisfactorily  estab- 
lished, if  required. 

(e)  All  recitals,  statements  of  fact  and  repre- 
sentations contained  in  this  mortgage,  or  in  said 
bonds  or  any  of  them,  are  to  be  taken  as  the  re- 
citals, statements  and  representations  of  the  Com- 
pany, and  are  not  to  be  considered  as  made  by  the 
Trustee,  and  the  Trustee  assumes  no  responsibility 
as  to  the  correctness  of  the  same;  nor  is  the  Trus- 
tee to  be  understood  as  making  any  representations 
whatever  as  to  whether  or  not  this  mortgage  is  a 
lien  upon  the  property  embraced  therein  nor  as  to 
the  value  and  title  of  said  property. 

(f)  The  Trustee  does  not  certify  or  represent 
hereby,  nor  is  it  a  part  of  its  duty  hereunder,  to 
ascertain  that  this  mortgage  is  a  mortgage  or  any 
lien  whatever  upon  the  property  described  herein 
or  mortgaged  hereunder,  or  that  the  same  is  filed 
for  record  or  recorded,  and  shall  not  require  the 
recording  of  the  same  before  certifying  the  bonds 
hereunder  and  to  any  extent  to  which  the  record- 
ing may  be  required,  the  same  shall  be  fully  filled 
by  production  to  the  Trustee  of  evidence  showang 
the  recording  in  any  one  of  the  counties  mentioned 
in  the  granting  clause  hereof;  that  any  of  the  re- 
citals, statements  of  fact  or  representations  con- 
tained herein,  or  in  any  of  the  said  bonds  or  the 
coupons  attached  thereto  are  true,  all  of  which  du- 
ties sliall  <levolve  solely  upon  the  bondholdei-s  and  be 
assumed  by  them  alone.  And  until  default  shall  be 
made  by  the  Company  in  some  term  or  condition 
hereof,  and  by  reason  thereof  the  Trustee  shall  be 
called  upon  to  protect  the  rights  of  the  bondhold- 
ers or  to  proceed  to  foreclose  this  mortgage  as 
herein  provided  for,  the  only  duties  or  obligations 


41 

which  the  Trustee  assumes  hereunder  or  under  the 
said  bonds  are  that  the  bonds  which  it  certifies  are 
within  the  number  thereof  provided  for  in  the  said 
resolutions  and  this  mortgage;  and  that  all 
moneys  paid  to  it  hereunder  shall  be  held  and  ap- 
plied by  it  in  the  purchase  and  retirement  of  bonds 
as  above  directed,  and  all  securities  assigned  and 
delivered  to  it  hereunder  shall  be  held  and  applied 
by  it  in  accordance  with  the  provisions  of  its  trust 
as  above  directed,  and  even  as  to  these  duties  or 
obligations,  as  well  as  to  all  others  hereunder,  the 
Trustee  shall  be  liable  for  gross  negligence  or  wil- 
ful default  only  and  none  other, 

(g)  The  Trustee  shall  have  no  responsibility 
for  the  validity  of  this  indenture  or  of  the  execu- 
tion or  acknowledgment  thereof,  or  for  any  bonds 
secured  hereby ;  nor  shall  it  be  in  any  wise  respon- 
sible for  any  breach  by  the  Company  of  any  cove- 
nant herein  contained. 

(h)  The  Trustee  or  any  successor  or  succes- 
sors hereafter  appointed,  may  resign  or  be  dis- 
charged of  the  trusts  hereby  created,  by  written 
notice  thereof  to  the  Company,  and  by  publica- 
tion once  a  week  for  four  consecutive  weeks  in  two 
daily  newspapers  published  in  the  City  of  New 
York,  N.  Y.,  and  by  due  execution  of  the  convey- 
ance herein  required. 

(i)  The  Trustee  may  accept  as  true  all  state- 
ments and  certificates  made  in  writing  by  the  Presi- 
dent or  Treasurer  or  Secretary  of  the  Company 
relative  to  matters  covered  by  this  indenture,  and 
the  Trustee  shall  have  the  right  to  require  such 
statements. 

Fortieth.     The  Trustee,  or  any  Trustees  hereafter  ap- 


42 

pointed,  may  be  removed  at  any  time  by  an  instrument 
or    concurrent   instruments,    in    writing,    signed    by    the 
holders  of  a  majority  in  amount  of  the  bonds  hereby  se- 
cured and  then  outstanding,  and  signed  also  by  the  Com- 
pany.    In  case  at  any  time  the  Trustee  or  any  Trustee 
hereafter  appointed,  shall  resign  or  shall  be  removed,  or 
otherwise  shall  become  incapable  of  acting,  a   successor 
may   be  appointed  by   an  instrument  or   concurrent   in- 
struments signed  by  the  holders  of  a  majority  in  amount 
of  the  bonds  hereby  secured  and  outstanding,  or  by  their 
attorneys  in  fact  duly  authorized,  such  instruments  of  ap- 
pointment to  be  lodged  with  the  Company ;  but  it  is  never- 
theless  provided   that   the   Company   hereby   agrees   and 
declares  that  in  case  at  any  time  there  shall  be  a  va- 
cancy in  the  olttce  of  the  Trustee  hereunder,  it  may  by 
an  instrument  executed  by  order  of  its  Board  of  Directors, 
(such  instiniment  of  appointment  to  be  lodged  with  the 
Treasurer  of  the  Company),  appoint  a  Trustee  to  fill  sucb 
vacancy  until  a  new  Trustee  shall  be  appointed  by  the  bond- 
holders   as    in    this    paragraph    above    authorized.      The 
Company  shall  publish  notice  of  any  such  appointment  by 
it  made  once  in  each  week  for  four  consecutive  weeks  in  one 
daily  newspaper  published  in  the  City  of  New  York,  New 
York,  and  any  new  Trustee  appointed  by  the  Company 
shall  immediately  and  without  further  act  be  superseded 
by  a  Trustee  appointed  by  the  bondholders  in  the  manner 
above  provided,  prior  to  the  expiration  of  one  year  after 
such  publication  of  notice.    Every  such  Trustee  appointed 
by    the   bondholders    or    by    the   Company    shall    always 
be  a  Trust  Company  in  good  standing,  if  there  be  a  Trust 
Company  willing  and  able  to  accept  the  trust  upon  rea- 
sonable or  customary  terms.    Any  new  Trustee  appointed 
hereunder    shall    execute,    acknowledge    and    deliver    to 
the  Trustee  last  in  office,  and  also  to  the  Company,  an 
instrument  accepting  such  appointment  hereunder  (which 


43 

instrument  of  acceptance  or  a  duplicate  thereof  shall  be 
forthwith  filed  in  every  office  of  the  liecorder  of  Deeds  and 
mortgages  wherein  the  mortgage  has  been  or  shall  be  re- 
corded), and  thereupon  such  new  Trustee,  without  fur- 
ther act,  deed  or  conveyance  shall  become  vested  witli  all 
the  estates,  properties,  rights,  powers,  trusts,  duties  and 
obligations  of  its  predecessors  in  the  trust  hereunder,  with 
like  effect  as  if  originally  named  as  Trustee  herein;  but 
the  Trustee  shall  immediately,  before  it  shall  cease  to  act 
hereunder,  execute,  acknowledge  and  deliver  an  instru- 
ment or  instruments  transferring  to  such  new  Trustee 
upon  the  trusts  herein  expressed,  all  the  estate,  property, 
rights,  powers  and  trusts  of  the  Trustee  so  ceasing  to  act 
(which  instrument  of  assignment  or  duplicate  thereof 
shall  forthwith  be  recorded  in  every  office  of  any  Ke- 
corder  of  Deeds  and  Mortgages  wherein  this  mortgage  has 
been  or  shall  be  recorded),  and  shall  duly  assign  and 
transfer  and  deliver  all  property  and  moneys  held  by  such 
Trustee  to  the  new  Trustee.  Should  any  deed,  conveyance 
or  instrument  in  writing  from  the  said  Company  be  re- 
quired by  any  new  Trustee  for  more  fully  and  certainly 
vesting  in  or  confirming  to  sucli  new  Trustee  such  estate, 
rights,  powers  and  duties,  any  and  all  such  deeds,  con- 
veyances and  instruments  in  writing  shall,  on  request,  be 
made,  executed,  acknowledged  and  delivered  by  it.  In 
the  case  of  the  appointment  of  any  new  Trustee  under 
the  provisions  of  this  article,  a  copy  of  the  instrument 
making  such  appointment,  duly  authenticated  by  the  Pres- 
ident and  Secretary  of  the  Company  (they  having  in- 
spected and  compared  such  copy  with  the  original  as  a 
true  copy),  shall  be  filed  with  each  of  the  corporations, 
any  portion  of  whose  capital  shares  shall  then  be  sub- 
ject to  tills  indenture. 

Forty-first.     All  the  covenants,  stipulations,  promises, 
undertakings  and  agreements  herein  contained  by  or  on 


44 

behalf  of  the  Company,  shall  bind  its  successors  and  as- 
signs, whether" so  expressed  or  not.  For  every  purpose  of 
this  instrument,  including  the  execution,  issue  and  use 
of  any  and  all  bonds  hereb}^  secured,  the  term  "Com- 
pany" includes  and  means  not  only  the  party  of  the  first 
part  hereto,  but  also  its  successors  and  assigns. 

Forty-seco7id.  The  word  "Trustee"  means  the  Trustee 
for  the  time  being,  whether  original  or  successor.  The 
words  "Trustee,"  "Bond"  and  "Bondholder"  shall  in- 
clude the  plural  as  well  as  the  singular  number,  unless 
otherwise  indicated.  The  word  "Coupon"  refers  to  the 
interest  coupons  attached  to  the  bonds  hereby  secured. 
The  w^ord  "Person"  used  with  reference  to  a  bondholder 
shall  include  associations  or  corporations  owning  any 
such  bonds. 

Fortif-third.  In  order  to  facilitate  the  record  of  this 
indenture,  the  same  may  be  simultaneously  executed  in 
several  counterparts,  each  of  which  so  executed  shall  be 
deemed  to  be  an  original  and  such  counterparts  shall  to- 
gether constitute  one  and  the  same  instrument. 

In  witness  whereof,  each  of  the  said  corporations,  the 
Wichita  Pipe  Line  Company  and  The  Equitable  Trust 
Company  of  New  York,  has  caused  its  corporate  name  to 
be  hereunto  subscribed  by  its  President  or  a  Vice-Presi- 
dent, and  its  common  and  coporate  seal  to  be  hereunto 


45 

affixed  and  the  same  attested  by  its  Secretary  or  an  Assist- 
ant Secretary,  as  of  the  day  and  year  first  above  written. 

Wichita  Pipe  Line  Company, 

By 

Egbert  Law^  Jr._, 
[Seal.]'  President. 

Attest : 

E.  O,  Bartlett^ 
Secretary. 

The  Equitable  Trust  Company  of  New  York, 

By 

Lyman  Ehoades^ 
[Seal.]  Vice-President. 

Attest : 

Eichard  E.  Hunter^ 
Secretary. 


State  of  Pennsylvania,] 
County    of    Allegheny,  J 

Be  it  remembered,  that  on  this  5th  day  of  February, 
in  the  year  of  onr  Lord  one  thousand  nine  hundred  and 
fourteen,  before  me,  a  Notary  Public  in  and  for  the 
said  County  and  State,  personally  appeared  Egbert  Law, 
Jr.,  and  E.  O.  Bartlett,  who,  being  by  me  first  duly 
sworn  according  to  law,  did  depose  and  say  that  they  are 
respectively  President  and  Secretary  of  the  above  named 
corporation,  the  Wichita  Pipe  Line  Company,  and  that 
they  were  personally  present  at  the  execution  of  the  fore- 
going indenture  and  saw  the  common  seal  of  the  said 
corporation   duly  affixed  thereto,   and   that  the   seal   so 


46 

aflSxed  is  the  common  and  corporate  seal  of  the  said  cor- 
poration, and  that  the  above  indenture  was  duly  signed, 
sealed  and  delivered  by  and  as  and  for  the  act  and  deed 
of  the  said  Wichitii  Pipe  Line  Company,  for  the  uses  and 
purposes  therein  contained,  by  authority  thereunto  duly 
and  regularly  given  by  the  stockholders  and  Board  of 
Directors  thereof;  and  that  the  names  of  these  deponents 
subscribed  to  the  said  indenture  as  President  and  Secre- 
tary of  the  said  corporation,  the  Wichita  Pipe  Line  Com- 
pany, in  attestation  of  the  due  execution  and  delivery  of 
the  said  indenture  are  of  tliese  deponents'  own,  true, 
proper  and   respective   handwritings. 

And  at  the  same  time  the  said  Robert  Law,  Jr.,  and 
E.  O.  Bartlett,  being  personally  known  to  me,  and  know^n 
to  me  to  be  the  same  and  identical  persons  described  in 
and  who  executed  the  foregoing  indenture  of  mortgage  as 
President  and  Secretary,  respectively,  of  the  said  Wichita 
Pipe  Line  Company,  in  due  form  of  law  acknowledged 
to  me  that  as  such  President  and  Secretary  they  did  exe- 
cute the  same,  and  that  the  said  indenture  of  mortgage 
is  their  free  and  voluntary  act  and  deed  and  the  free  and 
voluntary  act  and  deed  of  their  said  corporation,  the 
Wichita  Pipe  Line  Company,  for  the  uses  and  purposes 
therein  contained,  to  the  end  that  the  same  might  be 
recorded  as  such. 

Robert  Law,  Jr. 

E.  O.  Bartlett. 

Sworn  to,  subscribed  and  acknowledged  before  me  the 
day  and  year  aforesaid. 

In  witness  whereof  I  have  hereunto  set  my  hand  and 
affixed  my  notarial  seal. 

Agnes  C.  Way, 
[Notary's  Seal.]  Notary  Public. 

My  commission  expires  January  IGth,  1917. 


47 

State  of  New  York,) 
County  of  New  York^ j '  " ' 

Be  it  remembered,  that  on  this  lltli  day  of  Febru- 
ary, in  the  year  of  our  Lord  one  thousand  nine  hun- 
dred and  fourteen,  before  me,  a  Notary  Public  in 
and  for  the  said  County  and  State,  personally  ap- 
peared Lyman  Rhoades  and  Richard  R.  Hunter,  who 
being  by  me  first  duly  swoni,  according  to  law,  did 
depose  and  say  that  they  are  respectively  Vice-Pres- 
ident and  Secretary  of  the  above  named  corporation, 
The  Equitable  Trust  Company  of  New  York,  and  that 
they  were  personally  present  at  the  execution  of  the  fore- 
going indenture  and  saw  the  common  seal  of  the  said  cor- 
poration duly  affixed  thereto,  and  that  the  seal  so  affixed 
isi  the  common  and  corporate  seal  of  said  corporation,  and 
that  the  above  indenture  was  duly  signed,  sealed  and 
delivered  by  and  as  and  for  the  act  and  deed  of  the  said 
The  Equitable  Trust  Company  of  New  York,  for  the  uses 
and  purposes  therein  contained,  by  authority  thereunto 
duly  and  regularly  given  by  the  Board  of  Trustees  thereof, 
and  that  the  names  of  these  deponents  subscribed  to  the 
said  indenture  as  Vice-President  and  Secretary  of  the 
said  corporation.  The  Equitable  Trust  Company  of  New 
York,  in  attestation  of  the  due  execution  and  delivery 
of  the  said  indenture,  are  of  these  deponents'  own  true, 
proper  and  respective  handwritings. 

And  at  the  same  time  the  said  Lyman  Rhoades  and 
Richard  R.  Hunter,  being  personally  known  to  me,  and 
known  to  me  to  be  the  same  and  identical  persons  de- 
scribed in  and  who  executed  the  foregoing  indenture  of 
mortgage  as  Vice-I*resident  and  Secretary,  respectively,  of 
the  said  The  Equitable  Trust  Company  of  New  York,  in 
due  form  of  law  acknowledged  to  me  that  as  such  Vice- 
President  and  Secretary  they  did  execute  the  same,  and 


48 

that  the  said  indenture  of  mortgage  is  their  free  and  vol- 
untai*y  act  and  deed  and  the  free  and  vohintai'y  act  and 
deed  of  their  said  corporation,  The  Equitabh*  Trust  Com- 
pany of  Xew  York,  for  the  uses  and  purposes  therein  con- 
tained, to  the  end  that  the  same  might  be  recorded  as  such. 

Lyman  Rhoades. 
Richard  R.  Hunter. 

Sworn  to,  subscribed  and  acknowledged  before  me  the 
day  and  year  aforesaid. 

In  witness  whereof  I  have  hereunto  set  my  hand  and 
affixed  my  notarial  seal. 

Myles  M.  Bourke, 
[Notary's  Seal.]  Notary  Public. 

New  York  County  No.  127. 
Register's  Office  No.  4150. 


[4105] 


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